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2016 ANNUAL REPORT
1
2016 annual report
2016 Financial Highlights
($ in millions, except per share amounts)
Sales
EBITDA (2)
Adjusted EBITDA (2)
Operating (loss) income
Net (loss) earnings from continuing operations (3)
per share (fully diluted)
Net (loss) earnings (3)
per share (fully diluted)
Adjusted net earnings from continuing operations (2)(3)
per share (fully diluted)
Book value per share
Dividends per share
sALEs
($ billions)
53 weeks ended
May 7, 2016
52 weeks ended
May 2, 2015(1)
52 weeks ended
May 3, 2014(1)
$ 24,618.8
$ 23,928.8
$ 20,957.8
(1,944.7)
1,161.4
(2,418.5)
(2,131.0)
(7.78)
(2,131.0)
(7.78)
410.2
1.50
13.33
0.40
1,224.9
1,321.9
742.4
419.0
1.51
419.0
1.51
511.0
1.84
21.60
0.36
753.5
1,052.8
326.7
151.0
0.63
235.4
0.98
390.6
1.63
20.59
0.35
AdjUsTEd NET EARNiNGs FROm
CONTiNUiNG OPERATiONs (3)
($ millions)
dividENds
($ per share)
25
+ 6.5% CAGR(4)
600
+ 7.3% CAGR(4)
0.5
+ 7.9% CAGR(4)
20
15
10
5
0
500
400
300
200
100
0
0.4
0.3
0.2
0.1
0
07 08 09 10
11
12
13
14
15
16
07 08 09 10
11
12
13
14
15
16
07 08 09 10
11
12
13
14
15
16
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
(2) See “Non-GAAP Financial Measures & Financial Metrics” section of the Management’s Discussion and Analysis (“MD&A”).
(3) Net of non-controlling interest.
(4) Compound annual growth rate.
About forward-looking statements
This document includes statements about our objectives, plans, goals, strategies, future growth, financial condition, results of operations, cash flows, performance, business
prospects and opportunities.
These statements are forward-looking because they are based on management’s expectations about the future – they are not historical facts. Forward-looking statements usually
include words like anticipates, expects, believes, estimates, could, intends, may, plans, predicts, projects, will, would, foresees and other similar expressions, or the negative of
these words.
For more information and a caution about using forward-looking information, see Forward-Looking Information on page 26.
About non-GAAP measures
Certain financial measures in this document are not defined terms under GAAP, so they are not a reliable way to compare us to other companies. See Non-GAAP Financial
Measures & Financial Metrics on page 60 for more information.
empire company limited
Building a
stronger platform
for growth
As Canada’s largest full service food retailer, backed by
109 years of food retailing experience and a food culture
that extends across the entire organization, Empire has
a long-term strategy that works. Fiscal 2016 was a difficult
year for our company, but we are confident in the direction
we are taking and remain focused on delivering long-term
value to our shareholders.
WHAT's iNsidE
Proudly Canadian with 109 years
in food retailing
A long-term track record of growth
Message from the Chair
Letter to Shareholders
Canada’s better food destination
The value of strong governance
2
4
6
8
10
24
Management’s Discussion and Analysis
25
Consolidated Financial Statements
Shareholder information
64
119
2 0 1 6 a n n u a l r e p o r t
1
1
2016 annual report PROUdLy CANAdiAN W iTH 109 yEARs iN FOOd RETAiLiNG
We meet the food
shopping needs of
Canadians from
coast to coast.
By THE
numbers
1,800+
LoCATionS*
38.6m
ToTAL Sq. F ooTAGe
900+
CoMMuniTieS
125,000
PeoPLe
* includes more than
350 retail fuel locations
Food
Fuel
Canada’s largest full service food retailer
> $24.6 billion in annual sales
> more than 1,500 stores in 10 provinces
Pharmacy
One of Canada’s leading pharmacy retailers
> 348 in-store pharmacies
> 78 lawtons Drug Stores
Liquor
Building our position as a liquor retailer
> 80 locations
> 3 banners
Expanding the relationship between
food and fuel
> more than 350 retail fuel locations
> 3 banners
Wholesale
Canada’s largest food wholesaler
> 8,000 accounts, including retail stores and
convenience stores coast to coast
Real estate
Owning and developing real estate
> strong real estate development team
> 41.5% equity interest in Crombie reIt
2
empire company limited LOCATiONs By REGiON
Our reach
Proudly Canadian and headquartered in Stellarton,
Nova Scotia, Empire Company Limited (TSX: EMP.A)
is one of the country’s leading food retailers.
our key businesses are food retailing, through our wholly-owned
subsidiary Sobeys Inc., and investments and other operations,
including a 41.5% equity accounted interest in Crombie reIt.
our food retailing business is made up of a diversified and
complementary group of businesses – food, pharmacy,
wholesale, liquor and fuel – supported by a comprehensive
logistics and distribution network of 34 distribution centres,
warehouses and retail support centres, and a real estate
development team that supports our strategy for network
expansion and oversees our store properties across Canada.
western
canada
397
Corporate: 303
Franchised: 94
12.5M sq. ft.
atLantIc
canada
463
Corporate: 328
Franchised: 135
5.5M sq. ft.
Québec
701
Corporate: 183
Franchised: 518
11.6M sq. ft.
Head OFFIce
OntarIO
334
Corporate: 94
Franchised: 240
9.0M sq. ft.
FOOd
PHARmACy
LiQUOR
FUEL
Shell Trade Marks reproduced
by permission of Shell Brands
International AG.
3
2016 annual reportatFRESHurban A LONG-TERm TRACK RECORd OF GROWTH
We focus on
maximizing long-term
value for shareholders.
FisCAL
07
$13.4
Sales ($ in billions)
$200.1
Adjusted net earnings
from continuing
operations ($ in millions)
$10.77
Book value ($ per share)
10-year look back
07
AUGUsT 2006
Sobeys acquires Achille
de la Chevrotière Ltée,
for $79.2 million.
08
jUNE 2007
Empire acquires the
outstanding common
shares of Sobeys that it
did not own for $1.06
billion, achieving 100%
ownership.
sEPTEmBER 2007
Sobeys acquires Thrifty
Foods for $253.6 million.
APRiL 2008
Empire sells 61 proper-
ties for $428.5 million to
Crombie REIT.
09
mARCH 2009
Empire issues 2.713
million Non-Voting
Class A shares at $49.75
per share.
Empire reduces its ratio
of debt to capital to
32.7% from 39.8%.
NOvEmBER 2009
Sobeys opens its
first automated
distribution centre in
Vaughan, Ontario.
10
mAy 2010
Sobeys enjoys another
record year and receives
credit rating upgrades
from Standard &
Poor’s and DBRS,
with both ratings at
investment grade.
Empire reduces its ratio
of debt to capital to
29.3% from 32.7%.
11
OCTOBER 2010
Empire sells its
investment in Wajax
for net proceeds of
$121.3 million.
mAy 2011
Sobeys completes the
first year of the FreshCo.
discount banner in
Ontario with a network
of 57 stores in operation
by fiscal year-end.
4
4
e m pIr e Co m pa n y lImIt eD
Book value ($ per share)
Book value ($ per share)
empire company limited In fiscal 2016, shareholders approved the fourth share split in our
history and we increased our dividend for the 20th consecutive year.
Empire shares have delivered an average annual compound return of
13.8% for the last 20 years.
FisCAL
16
$24.6
Sales ($ in billions)
$410.2
Adjusted net earnings
from continuing
operations ($ in millions)
$13.33
Book value ($ per share)
Book value ($ per share)
Book value ($ per share)
7.3%
CAGR 2006 to 2016
Adjusted net earnings from continuing operations
12
OCTOBER 2011
Sobeys initiates
an organizational
realignment to optimize
productivity and fully
capitalize on its scale.
mARCH 2012
Sobeys purchases 236
Shell branded retail gas
locations in Québec
and Atlantic Canada for
$214.9 million.
13
NOvEmBER 2012
Sobeys begins shipping
from its second
automated distribution
centre in Terrebonne,
Québec.
mARCH 2013
Sobeys completes its
national implementation
of the SAP business
platform to fully
capitalize on its
scale as a $17 billion
organization.
14
sEPTEmBER 2013
Sobeys introduces
the Better Food for
All movement to
Canadians.
NOvEmBER 2013
Sobeys completes the
purchase of Canada
Safeway for $5.8 billion.
Empire completes
the sale of Empire
Theatres for a net gain
of $104.2 million.
15
FEBRUARy 2015
Sobeys implements
SAP at Safeway, bringing
SAP coast to coast.
mAy 2015
Sobeys becomes the
first Canadian grocer to
issue AIR MILES® reward
miles across Canada.
16
During fiscal 2016, Sobeys
acquires 12 liquor stores
in Western Canada,
strengthening its position
as a liquor retailer.
jUNE 2015
Sobeys acquires 10 Co-op
food stores and fuel sites in
Atlantic Canada, and begins
supplying food and gas to the
majority of the member-owned
Co-op locations.
OCTOBER 2015
Sobeys acquires the grocery
retail and wholesale businesses
of Pete’s Fine Foods in
Atlantic Canada.
®™ Trademarks of AIR MILES International Trading B.V. used under licence by LoyaltyOne, Co. and Sobeys Capital.
2 0 1 6 a n n u a l r e p o r t
5
5
2016 annual report message
from the
Chair
Robert P. dexter
ChAIr
The priority of Empire’s Board of directors is to ensure
the successful execution of our strategy and return the
Company to long-term profitable growth.
at empire, our goal is to create long-term,
sustainable value through our steadfast
focus on food retailing and related real
estate, and our commitment to excellent
customer service.
empire shares have delivered an average
annual compound return of 13.8 percent
for the last 20 years, and in early fiscal
2016, shareholders approved the fourth
share split in our history. yet despite this
long-term track record of growth, fiscal
2016 was a disappointing year for empire.
the marked decrease in adjusted net
earnings, continued significant challenges
with the Safeway integration, impairment
charges in respect of goodwill and
long-lived assets in the West business unit,
and softening sales in other parts of the
country led to weak overall results.
on July 7, 2016, the Board of Directors
instituted a leadership change, appointing
François Vimard, empire’s Chief Financial
and administrative officer, as Interim
president and Chief executive officer, and
initiating an orderly succession process
to identify a permanent leader. I thank
marc poulin on behalf of the Board and our
employees for his efforts and leadership
over the past four years and also for the
important role he played in building our
business in Québec.
the Board is unanimous in its support
of François Vimard’s leadership and his
team’s ability to advance the most critical
elements of our strategy as we undertake
the succession process.
François is a strong leader with a deep
understanding of the business. He has
held a number of senior management
positions during his 21-year career with
empire and Sobeys. His appointment is
the result of the Board’s strong succession
planning for executive transitions,
development of the leadership pipeline
and commitment to strong governance.
6
empire company limited mEssAGE FROm THE CHAi R
the Board is confident that empire is
pursuing the right strategy, and has given
François a clear mandate to prioritize and
advance the most critical elements of the
strategy to ensure we meet the needs and
expectations of our customers and see
the return of long-term profitable growth.
strategic focus
We know that operational excellence
and a differentiated food offering that
resonates with customers are the two
critical ingredients to long-term success
in this business.
the long-term strategic investments made
in Sobeys’ infrastructure over the past
several years provide an expanded
foundation for building future growth.
through our investments in Sap, automated
distribution and other technology, we now
have a national retail business platform
and a modern distribution infrastructure
that supports all of our businesses
including Safeway, following the technical
integration completed last year.
We continue to build on this solid platform
by striving to be Canada’s Better Food
Destination through a compelling and
highly differentiated food experience that
helps Canadians Eat Better, Feel Better
and Do Better every day. It is a strategy
that builds on our long history in the food
retailing business and sets us apart in
a highly competitive and continuously
changing market where food retailers
are constantly evolving their offering.
the scope and complexity of integrating
the Safeway and Sobeys businesses
posed significant operational and
reorganizational challenges, which slowed
our progress and affected our results this
year, and were compounded by the
economic downturn in Western Canada
and softening sales in other parts of
the country. While the economic factors
were outside of our control, we faced
a number of challenges even with careful
planning, resulting in $3.0 billion in
impairment charges in respect of goodwill
and long-lived assets for fiscal 2016 –
$1.7 billion in the third quarter and another
$1.3 billion in the fourth quarter.
the plan developed by management to
focus on pricing, network renewal and
operating efficiencies is designed to
address the operational issues. the Board
believes in the critical importance of
these structural changes and recognizes
that it will take time to stabilize the
business and realize the value of the
Safeway assets.
We know we must also stay focused on
advancing our Better Food for All strategy.
We are rolling out additional new concept
stores and other store formats, focusing on
employee training and engagement, and
building our complementary businesses
like pharmacy, liquor, wholesale and fuel.
our relationship with Crombie reIt
continues to provide an excellent source
of capital for Sobeys’ expansion, as
evidenced by the transaction we
completed with Crombie reIt shortly
after our 2016 fiscal year-end. the
$418 million deal includes $360 million for
the sale/leaseback of 19 retail properties
and 50 percent interest in each of Sobeys’
three automated distribution centres,
as well as the sale of two parcels of
development land owned by empire.
In addition, Crombie reIt will invest
approximately $58 million in renovations
or expansions of 10 Sobeys retail locations
already in their portfolio.
strong governance
empire’s Board is highly engaged and
committed to strong oversight of the
business and our future success. the
Board is currently made up of 15 dedicated
directors who have experience in the food
business, retail, finance, law and consumer
businesses, and includes five Sobey
family directors, all of whom have served
in senior level positions within Sobeys
or empire.
three of our directors are women,
representing 33.3 percent of the
independent directors and 20.0 percent
of the Board overall. Gender board
diversity is important for good
governance, and it is especially
important because of our customer
and employee demographics.
I am pleased to welcome Jim Dickson,
who joined the Board last September
and Gregory Josefowicz, who was
appointed to the Board in June. Jim is
a highly regarded lawyer and brings a
deep understanding of the food business
as a former senior executive of Sobeys.
Greg is a seasoned food retailer with many
years in both executive and governance
roles in the united States, including at
Jewel-osco, roundy’s and Winn-Dixie,
together with executive and governance
experience at non-food retailers.
after 12 years of dedicated service,
Steve Savidant has decided to retire from
the Board as of the upcoming annual
meeting. Steve has served on the audit
Committee and has chaired the Corporate
Governance and nominating Committees
and, for the past two years, the Human
resources Committee, providing strong
leadership through changing times. Steve’s
wise guidance and collegial approach
to Board and committee business have
been appreciated by all of us and will
be truly missed.
I would also like to extend our appreciation
to Bonnie Brooks, who resigned from the
Board in early July. Bonnie joined the
Board in 2012, served as a member of the
Corporate Governance, Human resources
and nominating Committees, and made
a significant contribution during her
tenure. We will miss her valuable insight
and dedication and wish her well in her
future endeavours.
In closing, I would like to thank the
thousands of people throughout empire’s
operations, franchisees and affiliates for
their work over the past year and their
commitment to our future success and this
Company’s legacy. I would also like to
acknowledge the support of the Sobey
family over many years, and the continued
confidence of empire’s shareholders.
signed “robert p. Dexter”
robert P. Dexter
Chair
empire Company limited
July 15, 2016
7
2016 annual report
Letter to
shareholders
François vimard
INTErIM PrESIDENT AND ChIEF EXECuTIvE OFFICEr
Fiscal 2016 was a disappointing year for
empire, driven by continuing challenges
in our business in Western Canada.
We knew that the second phase of our
Safeway integration – the integration of
our people, distribution channels, private
label and marketing – was going to be
hard work simply because of its scope
and complexity. But even after careful
planning, issues with our private label
conversion, our produce supply chain
and our people transition presented
considerable short-term challenges to
the business. these were amplified by
a difficult economic climate, particularly
in alberta and Saskatchewan.
Sales this fiscal year were $24.6 billion,
same-store sales decreased 0.2 percent,
and a net loss, net of non-controlling
interest, of $2.1 billion, mainly due to
the $3.0 billion in impairment charges,
was recorded in fiscal 2016. adjusted net
earnings, net of non-controlling interest,
were $410.2 million, down 19.7 percent
from a year ago. excluding the negative
impact of fuel sales and our West
business unit, same-store sales would
have increased 1.5 percent.
We know that the Canadian food retailing
marketplace is continuing to experience a
significant shift in customer mindset, but
we are confident in the direction we are
taking. We also know, however, that it is
going to take some time for the changes
we are making to have an impact.
three areas of focus
We are addressing our challenges by
tackling the following priorities: pricing,
store renewal and operational efficiencies.
1. Pricing
We are making important structural
changes to our retail pricing. through
a program called Simplified Buy & Sell,
we are simplifying, standardizing and
harmonizing the buy and sell structure
across our entire network by redefining
our relationship with suppliers. Designed
to increase cost transparency and allow
for better category management, the
program will result in better prices for our
customers and improved price perception
across the country. We introduced the
program to our Québec stores in april,
and will be rolling it out across the country.
We are in the early stages of this important
project and acknowledge that a significant
amount of heavy lifting remains.
In Western Canada, we also launched a
new brand positioning at the end of the
third quarter called Better food starts here
in both the Safeway and Sobeys banners,
that drives home our message about lower
prices. the program builds on our Better
Food for All strategy, and improves the
customer experience.
2. Store renewal
We know that revitalizing our stores is
important for creating an exceptional
food shopping experience – and critical
in today’s increasingly competitive retail
food environment.
We will continue with our store
revitalization plans, focusing on markets
with the right conditions for delivering
a differentiated experience for
our customers.
3. Maximizing operational efficiencies
We remain unwavering in our focus on
driving efficiencies, and are aggressively
tackling the integration challenges and
looking for opportunities for improvement
across the country.
8
empire company limited LETTER TO s HAREHOLdERs
We are streamlining our distribution
network to increase efficiency in our
operations, improve the service we
provide to our stores and enhance
our infrastructure for future growth.
rationalizing our distribution network in
British Columbia, alberta and Southern
ontario is an integral part of the solution.
as part of this, we are building on
our proven capability in automated
distribution because it improves the speed
and accuracy of store orders while allowing
us to process higher volumes at lower
costs. We are currently expanding our
automated distribution centre in Vaughan,
ontario to begin handling frozen and
dairy/deli products beginning mid-fiscal
2017. Work is also well underway to retrofit
the distribution centre in rocky View,
alberta, just north of Calgary, which
we acquired in the first quarter of fiscal
2016. this will be our third automated
distribution centre, and it will supply
dry groceries to all stores in alberta,
Saskatchewan and parts of manitoba
when completed.
a long-term strategy that works
In today’s fast-paced world, Canadians
have more choice than ever when it comes
to what they want to eat. It is a choice
that can be daunting, especially if you are
time pressed and do not know what to
cook – or how to cook – and fast food is
an easy answer.
our vision is to be Canada’s Better Food
Destination – setting ourselves apart by
offering products and services that help
Canadians Eat Better, Feel Better and
Do Better every day – the first ingredient
in a healthy lifestyle.
our strong food culture and customer
focus – combined with our emphasis
on operational excellence and driving
efficiencies – are helping us create a
better food shopping experience that
will build long-term customer loyalty.
our national partnership with aIr mIleS®
and the growth in our complementary
businesses like pharmacy, liquor and fuel
give us added strength.
Better Food for All
We continued to make solid progress on
our Better Food for All movement in fiscal
2016, building on our strong food culture,
developing our store network, focusing on
innovation and enhancing our processes
and operations to bring the best service
and value to our customers. From new
concept stores to new products and
services, we are working hard to be
Canada’s Better Food Destination.
Innovative store formats
our new concept stores welcome
customers into a world of food discovery
with products, services and savings to help
our customers Eat Better, Feel Better and
Do Better. We had 25 new concept stores
at the end of fiscal 2016, with 11 more
under construction or renovation.
We opened a new Sobeys urban Fresh in
downtown ottawa – our first Sobeys urban
Fresh store in ontario outside of toronto
– offering fresh, delicious hot and cold
prepared foods, and regular grocery items
for the busy urban shopper.
We opened a Sobeys express in
antigonish, nova Scotia, which was
inspired by our IGa express banner in
Québec and offers our customers a
fresh take on convenience.
Chalo! FreshCo. is our new, one-stop
discount shopping experience in
Brampton, ontario for South asian food
and north american brands – our first
foray into the specialty market and
something that we are exploring further
based on the strong customer response.
Liquor and beer
We increased the number of liquor stores
in Western Canada, and introduced beer
to 15 authorized stores in ontario under
the Sobeys, Sobeys extra, Sobeys urban
Fresh, FreshCo. and Safeway banners.
Acquisitions
We welcomed pete’s Fine Foods to
empire. pete’s Fine Foods adds two
popular retail stores in Halifax and
Bedford, nova Scotia and its wholesale
business to our operations. In addition,
we are now supplying food and gas to
most of the member-owned Co-op
locations in atlantic Canada, and have
long-term supply agreements or franchise
agreements with each of them.
synergies in real estate
our relationship with Crombie reIt gives
us access to capital for Sobeys’ expansion
while, at the same time, allowing us to
realize the fair value of our real estate
assets. the relationship gives Crombie
reIt preferred access to some of the most
consistently performing real estate assets
in the country.
our most recent transaction with
Crombie reIt, finalized shortly after our
fiscal year-end, underscores the strategic
benefits of this relationship.
Looking ahead
our future success will be based on
developing our strong Better Food for
All culture while working diligently on
our three areas of focus: restructuring
our pricing, making strategic capital
investments in key markets where
the conditions for success exist, and
maintaining a relentless focus on
operational efficiencies and cost
synergies across the organization.
on behalf of the leadership team,
I would like to thank all of our employees
for their dedication in a challenging year.
I am also pleased to welcome three new
members to the leadership team: yves
laverdière as president of our Québec
business unit, Beth newlands Campbell
as president of our atlantic/ontario
business unit and lyne Castonguay as
Chief merchandising officer.
It will take time, but with over 109 years of
experience, a strong track record and a
solid strategy, we believe in the direction
we are taking to see the return of long-
term profitable growth for the Company.
signed “François Vimard”
François vimard
Interim president and
Chief executive officer
empire Company limited
July 15, 2016
9
2016 annual report
CANAdA’s BETTER FOOd dEsTiNATiON
Helping Canadians
Eat Better, Feel Better
and do Better
Current research shows that 43 percent of Canadians say they do not
cook balanced meals for themselves or their family on a regular basis.(1)
At the same time, a growing number of Canadians are concerned about
the food they are eating: 65 percent have made changes to their diet to
improve their general health and well-being, 59 percent claim they look
for foods with simpler ingredients, and 90 percent say they read the
ingredient list on foods they buy.(2)
We make a difference in the lives of Canadians by making it easier for
them to make better food choices for themselves and their families.
(1) Ipsos reid poll conducted for Dietitians of Canada, 2014
(2) Ipsos reid, March 2015
jamie Oliver
Sobeys is working with Jamie oliver to help
bring better food to Canadians.
Internationally
renowned chef, author
and advocate for
better food, Jamie
works tirelessly to
share food knowledge
and promote the
importance of
balanced nutrition,
quality ingredients
and cooking skills.
Food share
across our network we have implemented
a program of sharing food ideas and tips
with our colleagues at all levels of the
business. this concept is having a positive
impact on the growth of our food culture
across the organization.
mieux manger
IGa in Québec works with three Québec food
celebrities – Christian Bégin, Josée di Stasio,
and Stefano Faita – to offer ways to eat healthier,
cook more, choose locally and responsibly, and
discover new flavours for Le plaisir de mieux
manger, The Joy of Eating Better.
10
empire company limited CANAdA’s BETTER FOOd dEsTiNATiON
see what’s in store
We are using our skills, experience and passion for food to give Canadians
more choice, healthier options and an exceptional food shopping experience
that is changing their relationship with food. read on to see examples and
learn more about how we are bringing our vision to life.
1
WHAT WE OFFER
OUR CUsTOmERs
Our five core retail
food formats ensure
we are meeting the
food shopping needs
of our customers.
2
3
4
WHERE OUR FOOd
COmEs FROm
We are investing more
time with suppliers
to ensure the highest
quality right at the
source and strengthen
relationships that will
guarantee us access to
the best products at
affordable prices for
our customers.
HOW WE
disTRiBUTE iT
We focus on logistics,
warehousing and
transportation to bring
great products to our
stores faster and more
cost-effectively, and
ensure freshness and
quality at the best price.
HOW WE
CREATE THE
BEsT sHOPPiNG
ExPERiENCE
Passionate employees
mean better service,
more effective
selling, more satisfied
customers, and a
culture that fosters
new ideas – all key
ingredients in
creating a great food
shopping experience.
5
WHy CANAdiANs
sHOP WiTH Us
We make good food
affordable – and offer
healthy tips, conve-
nient solutions and
valuable promotions –
to provide more value
to our customers while
helping them eat
better every day.
sUs TAiNABiLi Ty s TRATEGiEs
We integrate sustainability into every aspect of our business – from the products we offer and the communities we support,
to the way we operate – to reduce our environmental footprint and help our customers lead a more sustainable lifestyle.
read more about our approach to sustainability in the pages that follow and online at sobeyssustainability.com/en/home.aspx.
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Bringing the best ingredients,
more selection, healthy
options and good value
What we
offer our
customers
Cheese
lovers
delight
Every cheese
tells a story,
offering a
world of
flavour, texture
and strength.
one of the many ways we are improving our food
offering is by carrying a wide selection of specialty
cheese in our stores. many stores offer over 250
varieties of cheese in nine distinct types, including
Smart Choices cheese featuring certified organic,
lactose-free and fat-free options.
Cheese becomes easier to select when you
understand its key characteristics. We number our
cheese by strength, and in a growing number of
stores across the country, we pair our cheese with
cheese ambassadors – expert guides who help our
customers discover the right cheese for their needs,
and can discuss everything from the production and
aging process to nutrition, storage and handling.
many are Certified Cheese professionals, the highest
designation awarded to cheese professionals in
north america.
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empire company limited our five core retail food formats ensure we are meeting the food shopping needs
of our customers in every market in which we operate.
Full service
Fresh
community
discount
convenience
Feature:
sobeys extra
sobeys Urban Fresh
Foodland and Bonichoix
Chalo! FreshCo.
iGA express
our new concept Sobeys
extra and IGa extra stores
welcome customers into
a world of food discovery
with extra departments,
products, services and
savings that are designed
to help them Eat Better,
Feel Better and Do Better
every day.
From well-being
counsellors and dietitians
to chefs, pharmacists, fish
mongers, expert butchers
and cheese ambassadors,
extra employees bring
added knowledge and
enhance the shopping
experience.
Sobeys urban Fresh stores
are designed as a
one-stop grocery
destination for the urban
shopper, featuring an
assortment of fresh
produce, regular grocery
items and a buffet of hot
and cold prepared foods
to go.
our new store on
metcalfe Street in
downtown ottawa also
offers a sushi and noodle
bar, a café, extended
hours and easy access to
complimentary parking.
Foodland serves the
routine and fill-in needs
of smaller communities
in ontario and atlantic
Canada, while Bonichoix
serves the same needs
across rural Québec.
these stores serve as
local community hubs,
selling food including
a unique blend of fresh
baked goods, ready-to-
eat salads, fine cheese
and a range of other
popular grocery products.
Chalo! FreshCo. is our
new discount store in
Brampton, ontario, which
caters to the rapidly
growing South asian
community and others
interested in South
asian food.
Chalo, which means
“let’s go” in many South
asian languages, invites
shoppers to a traditional
FreshCo. offering of
popular north american
brands, plus thousands
of South asian products
including rice, spices,
lentils, fresh produce,
seafood, halal and
non-halal meat counters,
as well as amaya, a
popular Indian restaurant.
IGa express is redefining
convenience for Québec
customers on the go,
offering a unique blend
of a supermarket,
convenience store and
bistro. Customers can
choose from fresh fruit,
vegetables, meat and
bread, wine and
microbrewery beer from
a special temperature
controlled room, a variety
of 20-minute meal
solutions and more.
Building on the success
of IGa express, we have
extended the convenience
model to the Sobeys
banner, and opened our
first Sobeys express in
antigonish, nova Scotia
in December 2015.
Reducing food waste
every year canadians waste
$31 billion in food. this year,
we announced a plan to help
reduce that by committing
to a 50 percent reduction in
food waste from our direct
operations by 2025.
Odd-looking produce
last harvest season, IGa and
IGa extra stores in Québec sold
3.6 tonnes of Québec grown
misshapen fruits and vegetables
at an average discount of
30 percent during a six-week
campaign. Customers know that
odd-looking produce offers the
same taste and nutritional value
as regular produce, and sales
jumped by 24 percent for
cucumbers, carrots, tomatoes,
beets, sweet peppers and apples.
Helping our customers
reduce food waste
nearly half of the food waste in
Canada occurs at home. Here are
two ways we are tackling this issue:
• IGA merchants teamed up with
le Jour de la terre Québec and
la tablée des chefs to hold 100
workshops (“À vos frigos”).
these unique workshops
provide customers with tips and
tricks to reduce household food
waste, like creating shopping
lists, buying quantities
according to the amount of
portions needed, recipes for
getting the most out of
purchases, and great ideas for
cooking with leftovers.
• Safeway stores partnered with
metro Vancouver and the love
Food/Hate Waste program
to help people get the most
out of the food they buy. the
program, which included
in-store activation in 10 Safeway
stores in Vancouver, was
supported by radio spots in
all Safeway store communities
in British Columbia. the
program offered storage tips
to extend freshness, seasonal
menus prepared by the
north Shore Culinary School,
and information about
portion calculation and
’best before’ dates.
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spending time with suppliers
to ensure quality right at
the source
Where our food
comes from
Fresh
fish and
seafood
We offer
high quality
and a broad
selection at
affordable
prices.
We make it easy to choose the best fresh fish and
seafood. the employees at our seafood counters
help customers navigate the many options available
– whether it’s mussels from prince edward Island
or salmon from British Columbia. they also offer
storing, cleaning and cooking tips to help create
the perfect meal.
our Better Food Guide to Seafood, just one of
the online food guides in the Better Food For All
section of the Sobeys website, also provides a
wealth of useful information, including the most
popular choices of fish and shellfish, suggested
serving sizes, and how to tell when fish is at its
peak of freshness.
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empire company limited We are investing more time with suppliers to ensure the highest quality right at
the source and strengthen relationships that will guarantee us access to the best
products at affordable prices for our customers.
Fresher produce
Fresher produce is better and tastier.
We are improving every aspect of our
produce chain – from the farm to the
plate – to bring customers the freshest
produce at the best possible value.
our new sourcing office in arizona along
with our existing Florida office allow us
to be closer to u.S. growers to source
quality imports at the best possible cost.
We have also added quality control vendor
relationship specialists on both coasts
to conduct regular inspections to ensure
we receive the best quality and freshest
products the growers have to offer.
With the sourcing offices and quality
control focused on our imported product
offering, our regional teams can spend
more time with local and domestic growers
in Canada.
Local
We have strengthened our relationships
with local farmers across the country,
creating a positive impact on local
economies and reducing the amount
of energy used to transport the goods
to our stores.
Quality meat
We are committed to sourcing local
Canadian meat first, but will always look
for opportunities to provide our customers
with the best value. our Certified Island
Beef, for example, is the result of a
partnership between Sobeys, the Cattle
producers association of prince edward
Island, the Food Island partnership and
atlantic Beef products Inc.
our customers are increasingly concerned
about animal welfare and the use of
antibiotics and steroids in animals used in
food production. our new meat packaging
identifies the source, and makes it easy
for customers to select products by age
or cut, or to choose Certified Humanetm,
air chilled, grain fed or raised without
antibiotics or added hormones.
Getting fresher produce from field to table: here’s how we do it
Spending more
time with farmers
to cultivate strong
relationships
leveraging
our scale and
purchasing power
to get the best
quality at the
best price
Working with our
growers seasonally
to expand the
availability of local
and Canadian
produce
optimizing
distribution and
logistics to bring
fresh produce to
stores faster
Increasing training
to help store staff
better handle,
merchandise and
display produce
Humane treatment of animals
better food comes from better
sources. we are committed
to the humane and respectful
treatment of all livestock
animals within our supply chain,
including beef, dairy cows,
laying hens, poultry and pork.
canadian beef
In fiscal 2016 we became an
associate member of the
Canadian roundtable for
Sustainable Beef, and collaborate
with fellow stakeholders from the
beef value chain such as Cargill,
World animal protection and
the national Cattle Feeders
association to advance the
sustainability of the Canadian
beef industry.
Milk-fed veal
We support the work of
the Veal associations of
Québec and ontario in their
recommendation to transition
from individual stalls for
milk-fed veal production to
group housing methods by
December 2018.
Fresh pork
as a member of the retail
Council of Canada, we support
the Canadian pork Council’s
process to update its Codes
of practice in support of good
animal welfare. our goal is to
source all fresh pork products
from sows raised in alternative
housing practices defined in
the updated codes by the end
of 2022.
cage-free eggs
We are working with the egg
industry to transition to a
completely cage-free offering
in our stores by the end of
2025. this change in egg
sourcing will improve the
welfare of laying hens. through
our membership with the retail
Council of Canada, we have
been working with other
retailers and animal welfare
organizations to develop and
implement best practices
regarding the care and
handling of laying hens.
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Operating efficiently to provide
freshness and quality at the
best price
How we
distribute it
Fresh
produce
and more
our focus on distribution efficiency helps ensure
our stores carry a wide selection of the freshest
fruit and vegetables – from fruit and leafy greens
to root vegetables, herbs and more – at the best
possible prices.
We offer
more in
freshness,
more in
season,
more in
local.
at the same time, we help our customers learn about
how to get the most from their fresh produce. advice
from store staff, in-store displays, and online tips and
guides tell our customers how to maintain freshness
at home, so produce will last longer. Customers also
learn about varieties, taste, ripeness and cooking,
including how to select tomatoes by sweetness,
potatoes by use, and alternatives to choose when
a favourite is not in season.
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empire company limited We focus on logistics, warehousing and transportation to bring great
products to our stores faster and more cost-effectively, and ensure
freshness and quality at the best price.
Integrating our point-of-sale infrastructure
with distribution and logistics is key to
ensuring we deliver the right products
to our stores at the right time and at the
right cost.
We are leveraging our distribution
capability to make sure we operate as
efficiently as possible and maintain
our competitive advantage.
above: our distribution centre in
terrebonne, Québec uses state-of-the-art
technology to improve efficiency and
service to our stores.
automated distribution
our two automated distribution centres
for dry groceries (Vaughan, ontario and
terrebonne, Québec) were the first of
their kind in Canada. using WItron
Integrated logistics warehousing and
picking technology, both centres
assemble customized pallets that pack
more items in less time and with more
accuracy than methods used in traditional
warehouses, improving our efficiency
and store deliveries.
Both centres are also scalable to support
the growth of our business; and we are
expanding the Vaughan distribution centre
so it can handle frozen and dairy/deli
products starting in mid-fiscal 2017.
Work is also well underway on our
third automated distribution centre in
rocky View, alberta. Slated to begin its
automated operations by the end of
fiscal 2017, the rocky View facility will
warehouse dry groceries and support our
stores in alberta, Saskatchewan and parts
of manitoba.
network harmonization
We also remain focused on continuing
to drive efficiencies throughout our
distribution network by optimizing
and rationalizing existing assets in
the network. In fiscal 2017, we will
consolidate our two conventional
ontario distribution centres for meat
and produce, and rationalize our
Sobeys, Safeway and thrifty Foods
distribution centres in Western Canada
as part of the Safeway integration.
saving energy
In our stores, distribution
centres and offices, we are
working to reduce our
energy consumption and
implementing systems
to reduce our environmental
impact. Our energy
conservation efforts have
reduced our electricity
consumption by approximately
12 percent – that’s equivalent
to the electricity used by
3,600 canadian homes
each year.
building design
We use the leadership in energy
and environmental Design
(leeD®) standards to guide the
construction and renovation of
our stores, distribution centres
and offices. leeD® is a voluntary,
consensus-based standard
administered by the Canada
Green Building Council.
this year our automated
distribution centre in terrebone
received leeD® silver certification.
the centre has an energy efficient
lighting system, electronic sensor
faucets to conserve water, a white
roof made of recycled materials,
a heat recovery system
for collecting the waste heat
produced by conveyor belt
motors and other automated
equipment to warm the building.
refrigeration
traditional refrigerant
systems are known for their
high contribution to global
warming because of the
chemical properties of the
fluorohydrocarbon (HFC) gas
used as a coolant. We have
switched from using HFC gas
to carbon dioxide, a natural
refrigerant, in all new builds
and major retrofits for our full
service stores (approximately
98 stores). this has reduced
the global warming impact
of normal operating leaks by
over 99 percent, and made
Sobeys a north american
leader in natural refrigerant
systems. We have received
recognition for this from the
united nations environmental
program, the united States
environmental protection
agency, the retail Council
of Canada, north american
atmosphere 2016 and others.
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How we
create the
best shopping
experience
Having all the key
ingredients for the best food
shopping experience
Wine,
spirits
and beer
A great
selection that
pairs with
every taste
and budget.
We continue to focus on innovative ways to better serve
our customers to enhance their shopping experience.
We added 17 new liquor stores this year – including 12
by acquisition. two flagship stores in Saskatchewan –
Stonebridge in Saskatoon and rochdale in regina – have
a wide assortment of wine, spirits and beer, and a 360°
tasting bar where customers can sample any beverage
featured in our weekly flyer.
We also now offer beer in 15 authorized stores in ontario
under the Sobeys, Sobeys extra, Sobeys urban Fresh,
FreshCo. and Safeway banners. Customers can choose
imported, craft and domestic beer in six-packs, single
cans and bottles. Weekend beer and food tastings
and promotions help our customers find a better
accompaniment to complete any meal.
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passionate employees mean better service, more effective selling,
more satisfied customers and a culture that fosters new ideas –
all key ingredients in creating the best food shopping experience.
customer relationships
employee engagement
testing new ideas
We survey customers three times a year to
receive feedback and drive our continuous
efforts to meet their needs; surveying
over 370,000 customers this year. We are
building on these relationships by
engaging more customers, more often,
to help us continually improve. We are
moving to continuous research over the
coming year so we can receive constant
feedback and calibrate more quickly.
We have learned from experience that
having highly engaged employees helps
us deliver the best shopping experience,
more satisfied customers and ultimately
stronger financial performance. We
have been surveying employees for the
past several years, asking them about
12 elements that matter most to them,
and taking action on what we learn
to increase engagement right across
the organization. For example, we
are investing more time in development
– ensuring employees have the right
knowledge, training, coaching and
individual development plans for a
clear path ahead.
Store renovations are an ideal opportunity
to test new ideas with customers, like the
physical location of certain departments.
Knowing that more than one in five
Canadian households buys nutella®,
we decided to surprise and delight our
customers when we opened our newly
renovated Spadina Sobeys urban Fresh
store in downtown toronto, by launching
Canada’s first nutella® Café. opened in
november 2015, the café offers an
assortment of fresh pastries and breads
made with nutella®, and made-to-order
crêpes with nutella® and coffee. It has
been successful in increasing store sales
and customer traffic.
above: our expert butchers can custom
cut meat for any occasion and answer
questions about our wide selection of
quality meat.
® Trademark of Nutella owned by Ferrero S.p.A.
Recycling for life
we collaborate with our
waste management partners
in widespread efforts to
reduce the amount of paper,
cardboard, plastic and organic
waste sent to landfill and
to recover as much cardboard
and plastic as possible.
Packaging
From manufacturing and
transportation to consumer and
end-of-life disposal, we evaluate
the environmental impact of
packaging at all stages of the
product lifecycle and work to
steadily reduce the amount of
steel cans, glass jars, plastics and
boxboard containers we use.
recycling
We participate in several
provincial extended producer
responsibility programs
and fund the majority of the
recycling for the packaging of
our private label products. We
are also assessing alternative
materials and designs, and we
are looking at ways to optimize
packaging to preserve product
integrity, ensure food safety,
minimize weight and increase
the recyclability of materials.
Plastic
Customers like our Sobeys
Green Bag for life because
it reduces the use of plastic bags
and is made of recycled material.
We have seen a steady increase
in sales of the Green Bag for life
since we introduced it. this year
we sold close to 3 million in our
Sobeys stores alone.
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Why
Canadians
shop with us
Helping our customers
eat better – and live better –
every day
Wellness
We encourage our customers to take a holistic view of
their health by providing an in-store wellness area and a
team of experts who offer advice and support.
Going beyond
food to help
our customers
focus on
healthy living.
Well-being counsellors in our new concept stores have
a background in holistic health and are knowledgeable
about all of the products in our wellness section, including
gluten-free, probiotics, omega 3 and natural source.
registered dietitians provide nutritional tips about these
products and other foods, and can provide input on
managing health conditions, such as lowering blood sugar
or blood pressure. at select stores, they also lead free
classes on topics such as properly reading nutrition labels
and partner with our in-store chefs to offer classes on
healthy eating. our pharmacists are also an important
resource to help our customers manage their medication
and health care needs.
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empire company limited We make good food affordable – and offer healthy tips, convenient
solutions and valuable promotions – to provide more value to our
customers while helping them eat better every day.
Private label
In-store pharmacies
staying connected
our private label portfolio brought
together the best of Safeway and Sobeys.
It features a full range of food, health and
wellness products – including products
from natural sources with no additives or
preservatives, gluten-free, sugar-free and
organic products – as well as health and
beauty, baby, pet and eco-friendly
household items.
our Compliments private label portfolio
is made up of more than 5,000 products
that offer the best quality and value
without compromising taste. We test ideas
with employees and develop our products
in our kitchens – always with the goal of
minimizing the use of sodium, sugars,
transfats, hydrogenated fats or oils and
removing unnecessary additives and
preservatives. all products are then tested
with customers to see if they are ready
for store shelves or need further
development.
Customers can visit one of our in-store
pharmacies at Sobeys, Safeway, thrifty
Foods, Foodland and FreshCo. stores
across the country, and have their
prescriptions filled while they shop.
Customers can also get a flu shot,
meet with a pharmacist to review their
medication and get a better understanding
of their prescriptions or take advantage
of our many other services, including
diabetes counselling, smoking cessation
programs, pre-travel consultations and
our Baby Be Healthy program.
Free fruit for kids
We are helping kids eat better, too.
every day, select Sobeys, Safeway and
Foodland full-service stores offer fresh
fruit in special baskets for kids to help
themselves to healthy snacks.
We connect with our customers in every
market – and help them connect with
each other – through websites, twitter,
Facebook and other apps and tools.
My Offers is a new program where
customers receive personalized emails
every week with aIr mIleS® bonus
miles or cash discounts that are
redeemable at Safeway, Sobeys or
IGa stores in Western Canada.
our new IGa mobile app makes eating
better even easier. the app features a
personalized flyer, weekly promotions and
recipes, smart lists and an easy-to-use
e-commerce tool that allows customers to
access all products and order groceries
quickly and securely from their mobile
device. IGa in Québec and thrifty
Foods in British Columbia also offer online
grocery shopping through their websites
for their customers.
social accountability
we source our products
locally, nationally and
globally in a responsible
manner while engaging
various stakeholders in the
more than 900 communities
in which we operate.
supply chain
We work collaboratively with
suppliers, industry groups and
non-governmental organizations
to help advance labour and
social conditions throughout
our supply chain.
We routinely request
internationally recognized
third-party audits for private label
manufacturing facilities operating
in high risk countries, and in
calendar 2015, we completed
75 audits across our global supply
chain. these audits are designed
to have a positive impact on
health and safety, workers’ rights,
forced and child labour, equal
opportunity and more.
small producers
Sobeys was named a Canadian
finalist for the 2015 retailer of
the year award for our work
with Fairtrade Canada, which
stimulates economic activity for
marginalized small producers
in the developing world.
as a market leader in Fairtrade
flower sales in Canada, Sobeys
is contributing to the welfare of
a Kenyan flower farm and its
5,000 workers. this has generated
social premiums of nearly $55,000
for Fairtrade certified roses, which
has been invested in education,
health care and community
development programs.
IGa and IGa extra are the
only major grocery stores in
Canada to sell Fairtrade organic
bananas. together they support
approximately 400 banana
producers in northern peru
and provide nearly $30,000 in
social premiums.
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supporting our
communities
Building on the legacy of the Sobey family, we – together with our business units,
franchisees, affiliates and employees – give our time and invest millions of dollars
every year in the 900+ communities where we live and work to improve the lives
of Canadians.
about the sobey Foundation
Founded in 1982 by Frank H. Sobey and
sons Bill, David and Donald, the Sobey
Foundation focuses on improving the
lives of individuals through investments
in health, education and community.
the Foundation works with the Sobeys
corporate office and individual stores to
support community-based projects in
atlantic Canada and across the country.
In 2015, the Sobey Foundation and
members of the Sobey family invested
$3 million in youth mental health by
creating the first-ever Chair in Child and
adolescent mental Health outcomes,
a cross appointment between the IWK
Health Centre and Dalhousie university
in Halifax.
Dr. leslie anne Campbell, inaugural Sobey
Family Chair in Child and adolescent
mental Health outcomes, is working
closely with members of the IWK Health
Centre’s mental Health & addictions team
and many others to transform the way
mental illness in young people is treated
and tracked, closing a gap she recognized
early on while working as a mental health
nurse. Drawing on her clinical experience
and quantitative research, Dr. Campbell
leads several local and national
collaborations that promote the use
of outcomes research and have the
potential to improve mental health
services for youth across Canada.
“It was while I was working with my
patients and their families that I
recognized that we needed support in
knowing that we were providing the right
care to the right patient at the right time,”
says Campbell, an assistant professor in
the Department of Community Health &
epidemiology at Dalhousie university.
Dr. leslie anne
Campbell,
Inaugural Sobey
Family Chair
in Child and
Adolescent
Mental Health
Outcomes
“I wanted to be sure that patients didn’t
end up back in hospital when they wanted
to be at home with their families, going to
school or hanging out with their friends.”
the north york Harvest Food Bank is the principal food bank for northern toronto.
During an emergency relocation to a new facility, the nyHFB partnered with the
Sobey Foundation in a five-year $250,000 agreement to cover all rental costs
associated with its new location. Sobeys ontario had been a long-time partner of
the nyHFB, through a wide array of cash and in-kind support. the partnership has
enabled the Food Bank to focus on fundraising for its core functions of distributing
over two million pounds of food through 60 community programs to citizens across
northern toronto.
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empire company limited From grassroots initiatives to larger partnerships, we work with our local
communities to make sure more Canadians – regardless of income, age or
ability – have access to affordable, wholesome food, basic cooking skills
and nutrition education, to help them lead healthier, more active lives and
reach their full potential.
support for Local Food banks
We bring our passion for wholesome
affordable food into the communities we
serve, and supporting local food banks
and meal programs is just one example
of the many ways we respond to the
needs of our neighbours. every year, we
help the over 850,000 Canadians1 who
use a food bank every month, and create
initiatives and programs to address
the increased levels of food insecurity
in the communities where we operate.
Support varies by local community,
but can include food drives, fundraising,
nutrition education and fresh and
non-perishable food donations. When
added together, millions of dollars and
millions of pounds of food are donated
to help ensure shelves are filled when
the need is high.
(1) HungerCount 2015 – Food Banks Canada
established in 2014, the Sobeys Inc. Better
Food Fund supports access to, and the
advancement of, better food through
donations and partnerships with national
and regional charities. We support
organizations that help Canadians:
eat Better – Food access through food
banks and meal programs
Feel Better – Health management,
prevention and research on food-related
health issues
Do Better – Food literacy through
nutrition education and cooking
skills training
research shows that Canadians with
intellectual disabilities have many
health issues, including obesity, heart
disease, stroke, type 2 diabetes and
some forms of cancer. nutrition
education is critical to reducing the
risk of chronic disease, but people
with intellectual disabilities and their
caregivers face additional daily
stresses, unique healthcare
requirements and the need for a
different approach to understanding
what is possible.
In october 2015, the Sobeys Inc.
Better Food Fund announced a
three-year partnership with Special
olympics Canada. Hundreds of local
Special olympics programs across
the country will give thousands of
Canadians with intellectual
disabilities – from two-year-olds to
senior citizens, and their families,
caregivers and coaches – access to
wholesome food, cooking skills and
nutrition education.
In 2014, Sobeys Inc. Better Food Fund
partnered with Free the Children to create
Home Cook Heroes, a program designed
to teach 12 to 17 year old students about
nutrition literacy and food awareness. In a
series of six lessons, students learn about
what they are eating and the impact it has
on their bodies, develop cooking skills that
help them learn to prepare and make
meals, and direct their new-found nutrition
literacy to creating positive local and
global change. the lesson plans include
reading food labels, Canada’s Food Guide,
the journey food takes from field to plate,
eliminating waste, food culture across
Canada and the importance of sharing
meals. Home Cook Heroes has reached
over 40,000 youth in hundreds of schools
across Canada since it was formed.
Students at We Day alberta in october, 2015.
Special olympics athletes at the 2016 Special
olympics Canada national Winter Games,
Corner Brook, newfoundland and labrador.
23
2016 annual report THE vALUE OF sTRONG GOvERNANCE
Committed to strong stewardship and Empire's continued success
Directors of Empire Company Limited as of July 15, 2016
Robert P. Dexter (9)
Halifax, Nova Scotia
Director since 1987
Chair & Chief Executive
Officer, Maritime Travel Inc.
Cynthia Devine (2)(5)(7)
Toronto, Ontario
Director since 2013
Chief Financial Officer, RioCan
Real Estate Investment Trust
James M. Dickson (5)
Halifax, Nova Scotia
Director since 2015
Stewart McKelvey
Gregory Josefowicz (3)
Detroit, Michigan, USA
Director since 2016
Corporate director
Sue Lee (3)
Calgary, Alberta
Director since 2014
Corporate director
William Linton (1)(5)(7)
Toronto, Ontario
Director since 2015
Corporate director
Kevin Lynch (3)(6)(8)
Ottawa, Ontario
Director since 2013
Vice Chairman, BMO
Financial Group
To learn more, please visit
www.empireco.ca/governance
Corporate Officers as of July 15, 2016
Stephen J. Savidant (4)(5)(7)
Calgary, Alberta
Director since 2004
Chair, Enerflex Ltd.
Frank C. Sobey (5)
Pictou County, Nova Scotia
Director since 2007
Chairman, Crombie REIT
John R. Sobey (1)
Pictou County, Nova Scotia
Director since 1979
Corporate director
Karl R. Sobey (3)
Halifax, Nova Scotia
Director since 2001
Corporate director
Paul D. Sobey (5)
Pictou County, Nova Scotia
Director since 1993
Corporate director
Robert G. C. Sobey (3)(5)
Stellarton, Nova Scotia
Director since 1998
Corporate director
Martine Turcotte (1)(5)(7)
Verdun, Québec
Director since 2012
Vice Chair, Québec, BCE Inc.
and Bell Canada
(1) audit Committee member
(2) audit Committee Chair
(3) Human resources
Committee member
(4) Human resources
Committee Chair
(5) Corporate Governance
Committee member
(6) Corporate Governance
Committee Chair
(7) nominating Committee
member
(8) nominating Committee Chair
(9) Chair of the Board
François Vimard
Mississauga, Ontario
Director since 2016
Interim President and Chief
Executive Officer, Empire
Company Limited and Sobeys Inc.
Robert P. Dexter
François Vimard
Clinton Keay
Karin McCaskill
L. Jane McDow
Chair
Interim President and
Chief Executive Officer
Interim Chief
Financial Officer
Senior Vice President,
General Counsel
and Secretary
Assistant Secretary
24
empire company limited Management’s Discussion and Analysis
Consolidated Financial Condition
Key Financial Condition Measures
Shareholders’ Equity
Financial Instruments
Accounting Standards and Policies
Future Accounting Policies
Critical Accounting Estimates
Disclosure Controls and Procedures
Internal Control over Financial Reporting
Related Party Transactions
Key Management Personnel Compensation
Indemnities
Contingencies
Risk Management
Subsequent Events
Designation for Eligible Dividends
Non-GAAP Financial Measures & Financial Metrics
Financial Measures
Financial Metrics
47
47
48
49
50
50
51
52
53
53
54
54
54
54
60
60
60
60
62
Table of Contents
Forward-Looking Information
Overview of the Business
Food Retailing
Investments and Other Operations
Strategic Direction
Outlook
Results of Fourth Quarter Operations
Consolidated Operating Results
Consolidated Operating Results
Management’s Explanation of Consolidated
Operating Results
Sales
EBITDA
Operating Loss
Finance Costs
Income Taxes
Net Loss
Financial Performance by Segment
Food Retailing
Investments and Other Operations
Quarterly Results of Operations
Liquidity and Capital Resources
Operations
Free Cash Flow
Investment
Financing
Employee Future Benefit Obligations
Guarantees and Commitments
26
27
27
30
30
30
31
31
35
36
36
37
37
37
37
37
38
38
41
42
43
43
44
44
45
45
45
25
2 0 1 6 a n n u a l r e p o r t
25
management’s discussion and analysisempire company limited The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial results of Empire Company Limited
(“Empire” or the “Company”) and its subsidiaries, including wholly-owned Sobeys Inc. (“Sobeys”) for the 14 and 53 weeks ended
May 7, 2016 compared to the 13 and 52 weeks ended May 2, 2015. It should be read in conjunction with the Company’s audited
consolidated financial statements and notes thereto for the 53 weeks ended May 7, 2016 compared to the 52 weeks ended May 2,
2015. Additional information about the Company, including the Company’s Annual Information Form, can be found on SEDAR at
www.sedar.com or on the Company’s website at www.empireco.ca.
The audited consolidated financial statements and the accompanying notes are prepared in accordance with International Financial
Reporting Standards (“IFRS” or “GAAP”) as issued by the International Accounting Standards Board (“IASB”) and are reported
in Canadian dollars (“CAD”). These consolidated financial statements include the accounts of Empire and its subsidiaries and
structured entities (“SEs”) which the Company is required to consolidate. The information contained in this MD&A is current to
June 28, 2016, unless otherwise noted.
FORWARD-LOOKING INFORMATION
This document contains forward-looking statements which are presented for the purpose of assisting the reader to contextualize
the Company’s financial position and understand management’s expectations regarding the Company’s strategic priorities,
objectives and plans. These forward-looking statements may not be appropriate for other purposes. Forward-looking statements
are identified by words or phrases such as “anticipates”, “expects”, “believes”, “estimates”, “intends”, “could”, “may”, “plans”,
“predicts”, “projects”, “will”, “would”, “foresees” and other similar expressions or the negative of these terms.
These forward-looking statements include, but are not limited to, the following items:
•
•
•
•
•
•
•
•
•
•
The Company’s key assumptions used in the calculation of the impairment of long-lived assets, includes, long-term growth
rates ranging from 3.0 percent to 5.0 percent and pre-tax discount rates that range from 7.0 percent to 10.0 percent. These
assumptions were applied to the Company’s internal forecasts to create cash flow projections. There is a risk that internal
forecasts will not be achieved and actual long-term growth rates will fall outside of the ranges used;
The Company’s key assumptions used in the calculation of the impairment of goodwill include the after-tax discount rate, the
growth rates and the operating margins used to estimate future performance. These are equally based on past performance and
experience with growth rates and achievable operating margins. The after-tax discount rate used was 10.0 percent. An assumed
annual growth rate of 3.0 percent and an assumed terminal growth rate of 3.0 percent were used. The risk is that the growth
rates and operating margins used in the calculation will fall outside of the determined amounts;
The Company’s expectations relating to the timing of mitigation and remediation of organizational, training and education
gaps related to IT system, process integration and reorganizational changes at Safeway, which may be delayed by further
unforeseen challenges;
The Company’s expectations relating to the operational challenges being faced primarily in Western Canada, which may be
impacted by a number of factors including the under performance in fiscal 2016 and future mitigating strategies employed;
The Company’s expectations relating to the shortfall of minimum purchases required on supply agreements that resulted from
the disposal of manufacturing facilities in fiscal 2015. This could be impacted by the success of mitigation strategies being
implemented in Western Canada, changes in actual purchase volumes and customer demand;
The Company’s expectations regarding the impact of organizational realignment, including expected efficiencies, cost savings,
and the impact on long-term earnings which could be impacted by the timing of positions eliminated, the time required by the
Company to complete the realignment and the time required for employees to adapt to the changes;
The Company’s expectations regarding the cost savings related to the distribution centre restructuring, which could be
impacted by the final number of closures and positions eliminated;
Timing and value of expected synergies from the Canada Safeway acquisition, which may be impacted by a number of factors,
including the effectiveness of ongoing integration efforts;
The Company’s expected contributions to its registered defined benefit plans, which could be impacted by fluctuations in
capital markets;
The Company’s expectation that its operational and capital structure is sufficient to meet its ongoing business requirements,
which could be impacted by a significant change in the current economic environment in Canada;
26
management’s discussion and analysisempire company limited •
The Company’s belief that its cash and cash equivalents on hand, unutilized credit facilities and cash generated from operating
activities will enable the Company to fund future capital investments, pension plan contributions, working capital, current
funded debt obligations and ongoing business requirements, and its belief that it has sufficient funding in place to meet these
requirements and other short-term and long-term obligations, all of which could be impacted by changes in the economic
environment; and
•
The Company’s expected use and estimated fair values of financial instruments, which could be impacted by, among other
things, changes in interest rates, foreign exchange rates and commodity prices.
By its very nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks,
uncertainties and other factors which may cause actual results to differ materially from forward-looking statements made. For more
information on risks, uncertainties and assumptions that may impact the Company’s forward-looking statements, please refer to the
Company’s materials filed with the Canadian securities regulatory authorities, including the “Risk Management” section of this MD&A.
Although the Company believes the predictions, forecasts, expectations or conclusions reflected in the forward-looking information
are reasonable, it can give no assurance that such matters will prove to have been correct. Readers are urged to consider the risks,
uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance
on such forward-looking information. Forward-looking statements do not take into account the effect of transactions occurring
after the statements have been made on the Company’s business. The forward-looking information in this document reflects the
Company’s current expectations and is subject to change after this date. The Company does not undertake to update any forward-
looking statements that may be made by or on behalf of the Company other than as required by applicable securities laws.
OVERVIEW OF THE BUSINESS
Empire’s key businesses are Food retailing and related real estate. The Company’s financial results are segmented into two separate
reportable segments: (1) Food retailing and (2) Investments and other operations.
With $24.6 billion in sales and $9.1 billion in assets, Empire and its subsidiaries, franchisees and affiliates employ approximately
125,000 people.
Food Retailing
Empire’s Food retailing segment is carried out through Sobeys.
Proudly Canadian, with headquarters in Stellarton, Nova Scotia, Sobeys has been serving the food shopping needs of Canadians
since 1907. As of May 7, 2016, Sobeys Inc., a wholly-owned subsidiary of Empire (TSX: EMP.A), owns, affiliates or franchises more
than 1,500 stores in all 10 provinces under retail banners that include Sobeys, Safeway, IGA, Foodland, FreshCo., Thrifty Foods, and
Lawton’s Drug Stores as well as more than 350 retail fuel locations. The Company’s purpose is to help Canadians Eat Better, Feel
Better and Do Better.
In fiscal 2014, Sobeys introduced its Better Food for All movement to empower Canadians to Eat Better, Feel Better and Do Better
through a variety of better food experiences and as an advocate for better food education. In fiscal 2016, Sobeys continued to
execute a number of initiatives in support of this food-focused strategy including product and service innovations, productivity
initiatives and business process, supply chain and system upgrades.
Significant Items
Impairment of Goodwill and Long-Lived Assets(1)
The Company reviews the carrying value of its long-lived assets at each reporting period for indications of impairment. The
Company reviews goodwill for impairment on an annual basis, or more frequently, if indicators of impairment exist. As a result of
operational challenges faced in Western Canada, primarily under the Safeway banner, and the outcome of the long-lived asset
impairment test in the third quarter, the Company reviewed goodwill for impairment as at January 30, 2016.
Goodwill and long-lived assets are reviewed for impairment by assessing the recoverable amount of each cash generating unit
(“CGU”) or groups of CGUs to which the goodwill or long-lived assets relate. When the recoverable amount for the CGU or groups of
CGUs is less than the carrying amount an impairment loss is recognized. For a detailed discussion of the impairment methodology
and calculation please see Notes 8 and 11 of the audited consolidated financial statements for the 53 weeks ended May 7, 2016.
(1) The following represents forward-looking information described under the “Forward-Looking Information” section of this MD&A.
27
management’s discussion and analysis2016 annual report During the third quarter of fiscal 2016, management determined there were indicators of impairment in the West business unit
as a result of the significant operational challenges the Company has experienced under the Safeway banner, discussed further in
the Safeway Integration section below, the outcome of the long-lived asset impairment test, and the overall challenging economic
climate mainly in the Alberta and Saskatchewan markets. During the 13 weeks ended January 30, 2016, the Company recorded an
impairment of long-lived assets of $137.7 million and an impairment of goodwill of $1,592.6 million representing the write-down of
certain store assets in the Sobeys West operating segment and related goodwill, to their recoverable amount.
During the fourth quarter of fiscal 2016, the operational and economic challenges in Western Canada have deepened with
increasing markets being impacted. The Company continues to experience significant negative trends in its operating results
of the Sobeys West operating segment and views these trends as indicators of further impairment. Management performed an
assessment of the recoverability of goodwill and long-lived assets during the 14 weeks ended May 7, 2016, and the Company
recorded additional impairments of long-lived assets of $10.9 million and fully impaired goodwill for the Sobeys West operating
segment by recording an additional impairment of $1,285.9 million. As at the end of fiscal 2016, there was no remaining goodwill
within the West business unit.
Safeway Integration(1)
Following the close of the Canada Safeway acquisition, the Company began the integration of the acquired business with existing
operations which has resulted in a number of operational issues that have had an impact on financial results. This integration
continues to present significant challenges as the organizational, training and educational gaps related to the information
technology system and process integration of the acquired business continue to be identified by the Company. These business
integration challenges were coupled with operational challenges, experienced during fiscal 2016. Merchandising issues such as
the private label conversion along with produce supply chain issues impacted the offerings being made to customers at store
level. In addition, increased promotional activity and a difficult economic environment mainly in the Alberta and Saskatchewan
markets, resulted in sales, gross margin and earnings erosion in the West business unit. These have negatively impacted customer
experience and resulted in same-store sales(2) for the West business unit, excluding fuel, of (3.6) percent and (1.5) percent for the
14 and 53 weeks ended May 7, 2016, respectively.
These challenges are being aggressively addressed and mitigation plans continue to be developed and implemented across
the Safeway operations and are the top priority for management. The Company introduced a major initiative in Western Canada
designed to address sales erosion related to promotional activity and to build back customer loyalty. The Better Produce at Lower
Prices initiative launched in the Safeway and Sobeys banners resulted in store pricing lowered on many produce items and aims to
bring better quality, reduced prices and variety of choices to customers.
During the fourth quarter of fiscal 2015, as part of the Company’s three-year integration plan, Sobeys completed a review of its
business support functions and identified restructuring opportunities. This organizational realignment is designed to strengthen
the support network by consolidating the majority of office functions and processes in Calgary. It is also expected to maximize
the efficiency of the network and improve net earnings over the long term as a result of cost savings. These anticipated long-term
benefits were not without short-term challenges. Although the various risks associated with integration were identified, including
the amount and pace of change required, the organization underestimated the time required to adapt. Uncertainty in the
workforce had a significant impact on operational efficiencies and productivity for the West business unit. The Company has
completed its staff selection and is nearing completion of the transition process for those employees. For the 14 and 53 weeks
ended May 7, 2016, the Company recognized a reversal of $0.4 million and an annual expense of $13.2 million (2015 – $49.6 million
and $49.6 million) in severance costs associated with the organizational realignment.
As part of the Canada Safeway acquisition, management had committed to achieving $200.0 million annual run rate in
synergies related to the integration of the businesses. For the 14 and 53 weeks ended May 7, 2016, synergies of $79.6 million
and $242.3 million (2015 – $46.1 million and $145.0 million) were realized. The Company fully expects to continue to realize its
synergy run rates through the end of the three-year commitment, in November 2016. The Company will continue to focus on
cost reduction programs across the entire organization.
(1) The following represents forward-looking information described under the “Forward-Looking Information” section of this MD&A.
(2) See “Non-GAAP Financial Measures & Financial Metrics” section of this MD&A.
28
management’s discussion and analysisempire company limited Manufacturing Sales Adjustments(1)
The Company disposed of certain manufacturing facilities in fiscal 2015 and as part of the asset purchase agreement, long-term
supply agreements were entered into that contain minimum purchase volume requirements. Under the terms of this asset purchase
agreement, should actual purchases for the calendar year ending 2016 differ from minimum volume requirements, the sales price is
adjusted up or down based on a volume-driven formula. Given the operating results experienced in the first two quarters of fiscal
2016, management believed that purchases in calendar year 2016 were unlikely to meet the minimum volume requirements and,
accordingly, recorded a provision of $39.7 million to reflect the estimated adjustment to the sales price. During the fourth quarter
of fiscal 2016, as a result of continuing challenges in the West business unit, management updated its initial estimate of expected
purchases for calendar year 2016. The updated estimate resulted in an additional provision of $31.2 million being recorded,
increasing the total provision to $70.9 million. This provision continues to be monitored and updated for any changes to estimated
calendar year 2016 purchase volumes. The actual sales price adjustment could vary significantly from this estimate.
Upon finalization of the purchase price adjustment, the minimum volume requirements for the remainder of the long-term supply
agreements will be determined. Management does not expect there to be future financial exposure associated with the long-term
supply agreements.
Real Estate Divestitures
During fiscal 2016, Sobeys sold nine (2015 – 22) properties and leased back six (2015 – 22), and also sold equipment. Total proceeds
from these transactions were $115.7 million (2015 – $61.6 million), resulting in a pre-tax gain of $23.3 million (2015 – $24.9 million).
Subsequent to May 7, 2016, Sobeys entered into an agreement with Crombie REIT to sell and leaseback a portfolio of 19 retail
properties and a 50 percent interest in each of its three automated distribution centres, as well as the sale of two parcels of
development land owned by Empire. Crombie REIT will also invest approximately $58.8 million in renovations or expansions of
10 Sobeys retail locations already in Crombie REIT’s portfolio. In addition to the cash, Crombie REIT will issue to Sobeys
approximately $93.4 million in value of Class B LP units and attached special voting units of Crombie REIT at a price of $14.70 per
unit. Sobeys will subsequently sell its Class B LP units to Empire on a tax deferred basis. Net cash proceeds to Sobeys from these
transactions will be approximately $324.6 million, resulting in a nominal pre-tax gain, which will be used to repay senior unsecured
notes coming due. The transaction was approved on June 28, 2016 by the unitholders of Crombie REIT, excluding Empire and its
affiliates, and is subject to regulatory approval.
Subsequent to May 7, 2016, Sobeys sold and leased back a property from a third party. Cash proceeds received on the sale was
$24.0 million, resulting in a pre-tax gain of $1.1 million.
Share Split
On September 28, 2015, the Company effected a three-for-one share split by delivering two additional shares for each share
held by Non-Voting Class A and Class B shareholders of record as of the close of business on September 21, 2015. Non-Voting
Class A shares commenced trading on a split basis as of September 29, 2015. All number of shares and per share amounts have
been restated in this MD&A to reflect the share split.
Other Items
The following list includes other significant items that have impacted the financial results of the Company for the 53 weeks ended
May 7, 2016 and their comparative periods:
•
On June 21, 2015, the transaction to purchase certain assets and select liabilities of Co-op Atlantic’s food and fuel business was
closed. This acquisition of Co-op Atlantic and the associated long-term supply and franchise agreements has increased sales
during the year ended May 7, 2016;
•
Efficiencies related to the distribution centre restructuring continue to be identified and costs were incurred of $2.2 million and
$7.9 million for the 14 and 53 weeks ended May 7, 2016 (2015 – $53.4 million and $53.4 million);
(1) The following represents forward-looking information described under the “Forward-Looking Information” section of this MD&A.
29
management’s discussion and analysis2016 annual report •
As of May 7, 2016 there have been 45 store closures, 42 in fiscal 2015 and three in fiscal 2016; representing 1.4 million square
feet since Sobeys completed a detailed review of its network in the fourth quarter of fiscal 2014. During the fourth quarter of
fiscal 2016, management completed a thorough review of the outstanding provision related to this initiative which resulted
in a reversal of $13.9 million (2015 – $9.8 million and $17.4 million) in restructuring costs. The reversals were mainly due to the
decision of management to continue operating three sites, favourable terms being negotiated on lease terminations and
sublease arrangements and higher than anticipated proceeds on the disposition of store equipment. The net closures had a
negative impact on total sales for the 14 and 53 weeks ended May 7, 2016 when compared to the same periods in the prior year;
•
In fiscal 2016, Sobeys purchased a former Target Canada Co. Warehouse in Rocky View, Alberta for $50.0 million. This facility is
under construction to be retro-fitted for automation and when renovations are complete, it will have the capacity to efficiently
distribute dry grocery products to stores in Alberta, Saskatchewan and part of Manitoba; and
•
During the fourth quarter of fiscal 2015, a one-time inventory adjustment of $30.5 million occurred, due to revising certain
estimates and assumptions in the determination of cost of retail inventories.
Investments and Other Operations
Empire’s Investments and other operations segment, as of May 7, 2016, specifically included:
1. A 41.5 percent (40.2 percent fully diluted) equity accounted interest in Crombie REIT, an open-ended Canadian real estate
investment trust. Crombie REIT currently owns a portfolio of 261 retail and office properties across Canada, comprising
approximately 17.1 million square feet with a strategy to own and operate a portfolio of high quality grocery and drug store
anchored shopping centres and freestanding stores primarily in Canada’s top 36 markets; and
2. A 40.7 percent equity accounted interest in Genstar Development Partnership, a 48.6 percent equity accounted interest
in Genstar Development Partnership II, a 39.0 percent equity accounted interest in GDC Investments 4, L.P., a 42.1 percent
equity accounted interest in GDC Investments 6, L.P., a 39.0 percent equity accounted interest in GDC Investments 7, L.P., a
43.7 percent equity accounted interest in GDC Investments 8, L.P., and a 49.0 percent equity accounted interest in The Fraipont
Partnership (collectively referred to as “Genstar”).
STRATEGIC DIRECTION
Management’s primary objective is to maximize the long-term sustainable value of Empire through enhancing the worth of the
Company’s net assets. This is accomplished through direct ownership and equity participation in businesses that management
understands and believes to have the potential for long-term sustainable growth and profitability, principally Food retailing and
related real estate.
The Company focuses on its core strengths in Food retailing and related real estate by continuing to direct its energy and capital
towards growing long-term sustainable value through cash flow, income growth and cost reductions. While our core businesses
are well established and profitable in their own right, they also offer Empire geographical diversification across Canada, which is
considered by management to be a source of strength. Together, our core businesses reduce Empire’s overall risk and volatility,
thereby contributing to greater consistency in consolidated earnings growth over the long term. Going forward, the Company
intends to continue to direct its resources towards the most promising opportunities within these core businesses in order to
maximize long-term shareholder value.
In carrying out the Company’s strategic direction, management defines its role as having four fundamental responsibilities: first, to
support the development and execution of sound strategic plans for each of its operating companies; second, to regularly monitor
the development and the execution of business plans within each operating company; third, to ensure that Empire is well governed
as a public company; and fourth, to prudently manage its capital in order to augment the growth in its core operating businesses.
OUTLOOK
Empire remains committed to supporting Sobeys’ purpose to help Canadians Eat Better, Feel Better and Do Better while also
strengthening our related real estate investments. Sobeys will continue to invest in infrastructure, productivity improvements and
the harmonization of processes with the expressed intention of building a healthy and sustainable retail business. To advance this
purpose in fiscal 2017, Sobeys will continue to rollout new Sobeys extra and IGA extra concept stores through constructing new
stores and renovating existing stores within markets where we can deliver a differentiated experience. The new concept stores
across the country continue to resonate well with consumers and yield significantly higher same-store sales growth compared to our
conventional banners and formats. Management is also shifting its focus from the Canada Safeway acquisition synergy initiatives to
a coast to coast cost stewardship aimed at harmonizing processes and reducing costs.
30
management’s discussion and analysisempire company limited Our fiscal 2016 results were significantly impacted by integration and operational challenges in our Safeway banner. These
challenges were amplified by a difficult economic environment in Western Canada. Going forward, we plan to stabilize our West
business unit through:
•
Address the structural changes in customer behaviour with innovative, sustainable pricing strategies which includes rolling out
the Simplified Buy & Sell and Relevant Pricing initiatives which are aimed at not only restructuring store pricing structure but
also how we source inventories and do business with our suppliers. This will enable better category management and ultimately
improve shelf price competitiveness;
• Accelerate capital investment across our Western Canada business in the coming quarters;
• Remain focused on driving efficiencies in our distribution and logistics network in Western Canada; and
•
Reduce marketing costs and leverage economies of scale for promotional and loyalty activities through banner rationalization in
Western Canada.
RESULTS OF FOURTH QUARTER OPERATIONS
Consolidated Operating Results
The following table is a review of Empire’s consolidated financial performance for the 14 weeks ended May 7, 2016 compared to the
13 weeks ended May 2, 2015.
($ in millions, except per share amounts)
Sales
Gross profit(2)(3)
EBITDA(3)
Adjusted EBITDA(3)
Operating (loss) income
Finance costs, net
Income tax (recovery) expense
Non-controlling interest
Net (loss) earnings(4)
Adjusted net earnings(3)(4)
Basic earnings per share
Net (loss) earnings(4)(5)
Adjusted net earnings(3)(4)
Basic weighted average number of shares outstanding (in millions)
Diluted earnings per share
Net (loss) earnings(4)(5)
Adjusted net earnings(3)(4)
Diluted weighted average number of shares outstanding (in millions)
Dividend per share
%
Change
8.9%
6.2%
(543.2)%
(20.5)%
(1,101.0)%
5.8%
(1,221.0)%
(15.2)%
(1,801.4)%
(30.3)%
14 Weeks
Ended
May 7, 2016
$ 6,283.2
1,546.2
(1,047.2)
269.6
(1,160.2)
36.3
(256.7)
2.8
(942.6)
95.3
$
$
$
$
$
(3.47)
0.35
271.7
(3.47)
0.35
271.7
0.10
13 Weeks
Ended
May 2, 2015(1)
$
$
$
$
$
$
5,770.5
1,455.9
236.3
339.3
115.9
34.3
22.9
3.3
55.4
136.7
0.20
0.49
277.0
0.20
0.49
277.5
0.09
$
Change
512.7
90.3
(1,283.5)
(69.7)
(1,276.1)
2.0
(279.6)
(0.5)
(998.0)
(41.4)
(3.67)
(0.14)
(3.67)
(0.14)
$
$
$
$
$
(1) Amounts have been reclassified to correspond to the current presentation on the consolidated statement of (loss) earnings.
(2) Gross profit amounts and corresponding ratios are calculated using the Food retailing segment results.
(3) See “Non-GAAP Financial Measures & Financial Metrics” section of this MD&A.
(4) Net of non-controlling interest.
(5) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares would
be anti-dilutive.
31
management’s discussion and analysis2016 annual report
(% of sales)
Gross profit
EBITDA
Adjusted EBITDA
Operating (loss) income
Net (loss) earnings(1)
Adjusted net earnings(1)
(1) Net of non-controlling interest.
Sales
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015
24.6%
(16.7)%
4.3%
(18.5)%
(15.0)%
1.5%
25.2%
4.1%
5.9%
2.0%
1.0%
2.4%
All sales are generated by the Food retailing segment.
The increase in sales for the 14 weeks ended May 7, 2016 was primarily the result of:
•
The additional week of operations in fiscal 2016 which accounted for approximately $461.2 million or 8.0 percentage points of
the 8.9 percent increase in Sobeys’ sales;
• Food inflation; and
• The Co-op Atlantic acquisition and the associated long-term supply and franchise agreements.
This increase was largely offset by:
• The continued negative impact of merchandising and promotional strategies in Western Canada;
• The soft sales trend in most of the store network;
• The economic downturn in areas that have been impacted by decreasing oil prices; and
• The decline in oil prices impacting fuel sales.
During the 14 weeks ended May 7, 2016, same-store sales in the Food retailing segment decreased 1.8 percent from the same
period last year. Excluding the negative impact of fuel sales and the retail West business unit, same-store sales would have
increased 0.2 percent.
Gross Profit
The decrease in gross margin during the 14 weeks ended May 7, 2016 was a result of the factors impacting sales above. Gross
margin was also impacted by the following factors:
• A highly promotional environment;
• Synergies related to the Canada Safeway acquisition, store divestitures and network rationalization; and
• Continued competitive intensity.
32
management’s discussion and analysisempire company limited
EBITDA
EBITDA decreased in the 14 weeks ended May 7, 2016, largely due to impairments recorded for goodwill and long-lived assets.
This was partially offset by the previously mentioned factors affecting sales, mainly the additional week of operations, and reduced
expenses for variable components of compensation, including stock-based awards.
($ in millions)
EBITDA
Adjustments:
Impairments of goodwill and long-lived assets
Loss (gain) on disposal of manufacturing facilities
Network rationalization reversals
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015(1)
$
Change
$
(1,047.2)
$
236.3
$
(1,283.5)
1,296.8
32.1
(13.9)
2.2
(0.4)
–
1,316.8
–
(20.7)
(9.8)
53.4
49.6
30.5
103.0
1,213.8
Adjusted EBITDA
$
269.6
$
339.3
$
(69.7)
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
Operating Loss
The following table presents the breakdown of operating loss between the Food retailing segment and the Investment and other
operations segment.
($ in millions)
Consolidated operating (loss) income
Sobeys contribution
Investment and other operations
Crombie REIT(2)
Real estate partnerships(3)
Other operations, net of corporate expenses
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015(1)
$
Change
$
(1,184.9)
$
86.3
$
(1,271.2)
18.1
2.8
3.8
24.7
7.0
11.1
11.5
29.6
11.1
(8.3)
(7.7)
(4.9)
$
(1,160.2)
$
115.9
$
(1,276.1)
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
(2) 41.5 percent equity accounted interest in Crombie REIT (May 2, 2015 – 41.5 percent interest).
(3) Interests in Genstar.
For the 14 weeks ended May 7, 2016, Sobeys’ contribution to operating loss increased due to the factors affecting sales, gross
profit and EBITDA, as discussed previously. Operating income from the Investment and other operations segment decreased as
a result of:
• A decrease in operating income from Genstar due to stronger operational results in fiscal 2015; and
•
A decrease in operating income from other operations, net of corporate expenses, primarily as a result of dilution losses on
Genstar in fiscal 2016.
These decreases were partially offset by an increase in operating income from Crombie REIT as a result of a group of properties
sold in their first quarter of fiscal 2016.
33
management’s discussion and analysis2016 annual report
Finance Costs
For the fourth quarter of fiscal 2016, finance costs, net of finance income, remained consistent with the same period last year.
Interest coverage(1) in the fourth quarter decreased to (39.2) times from 3.8 times in the fourth quarter of fiscal 2015 as a result of
decreased operating income. Excluding the impairments of goodwill and long-lived assets, interest coverage would have increased
to 4.6 times.
Income Taxes
The Company’s effective income tax rate for the fourth quarter was 21.5 percent compared to 28.1 percent in the same period
last year. The reduction is attributable to the tax consequences arising from the impairments of goodwill and long-lived assets
including a component relating to a change in estimate regarding the rate at which the tax consequences from the impairments of
goodwill and long-lived assets will be realized. The effective tax rate, excluding the aforementioned adjustments, would have been
23.0 percent and is lower than the prior period due to the presence of certain non-taxable proceeds in the same period last year.
Net Loss
For the 14 weeks ended May 7, 2016, net loss was primarily a result of the previously discussed challenges in the West business
unit, including impairments recorded for goodwill and long-lived assets, and the provision related to the manufacturing purchase
price adjustment. The decrease was partially offset by the additional week of operations which positively impacted net earnings
by approximately $7.4 million and reduced expenses for variable components of compensation, including stock-based awards, in
the current year compared to the prior year.
($ in millions, except per share amounts, net of tax)
Net (loss) earnings(1)
EPS(2)(3) (fully diluted)
Adjustments(4):
Impairments of goodwill and long-lived assets
Loss (gain) on disposal of manufacturing facilities
Network rationalization reversals
Intangible amortization associated with the Canada Safeway acquisition
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Adjusted net earnings(1)
Adjusted EPS(2) (fully diluted)
Diluted weighted average number of shares outstanding (in millions)
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015
$
$
(942.6)
(3.47)
$
$
55.4
0.20
$
$
$
Change
(998.0)
(3.67)
1,016.3
25.6
(10.1)
4.8
1.6
(0.3)
–
1,037.9
95.3
0.35
271.7
$
$
$
$
–
(14.7)
(7.2)
4.9
39.1
36.2
23.0
81.3
136.7
0.49
277.5
956.6
(41.4)
(0.14)
$
$
(1) Net of non-controlling interest.
(2) Earnings per share (“EPS”).
(3) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares would
be anti-dilutive.
(4) All adjustments are net of income taxes.
(1) See “Non-GAAP Financial Measures & Financial Metrics” section of this MD&A.
34
management’s discussion and analysisempire company limited
CONSOLIDATED OPERATING RESULTS
($ in millions, except per share amounts)
Sales
Gross profit
EBITDA
Adjusted EBITDA
Operating (loss) income
Finance costs, net
Income tax (recovery) expense
Non-controlling interest
Net (loss) earnings from continuing operations(2)
Net earnings from discontinued operations
Net (loss) earnings(2)
Adjusted net earnings(2)
Basic earnings per share
Net (loss) earnings from continuing operations(2)(3)
Net earnings from discontinued operations(3)
Net (loss) earnings(2)(3)
Adjusted net earnings(2)
Basic weighted average number
of shares outstanding (in millions)
Diluted earnings per share
Net (loss) earnings from continuing operations(2)(3)
Net earnings from discontinued operations(3)
Net (loss) earnings(2)(3)
Adjusted net earnings(2)
Diluted weighted average number
of shares outstanding (in millions)
Dividend per share
52 Weeks
Ended
May 2, 2015(1)
52 Weeks
Ended
May 3, 2014(1)
2016 Compared to 2015
$ Change
% Change
53 Weeks
Ended
May 7, 2016
$ 24,618.8
5,957.6
(1,944.7)
1,161.4
(2,418.5)
137.4
(441.3)
16.4
(2,131.0)
–
(2,131.0)
410.2
$ 23,928.8
5,962.1
1,224.9
1,321.9
742.4
155.1
150.4
17.9
419.0
–
419.0
511.0
$ 20,957.8
5,016.5
753.5
1,052.8
326.7
131.4
36.3
8.0
151.0
84.4
235.4
390.6
$
$
$
$
$
$
$
$
(7.78)
–
(7.78)
1.50
273.9
(7.78)
–
(7.78)
1.50
$
$
$
$
$
$
$
$
1.51
–
1.51
1.84
277.0
1.51
–
1.51
1.84
$
$
$
$
$
$
$
$
0.63
0.35
0.98
1.63
240.1
0.63
0.35
0.98
1.62
274.0
277.2
240.6
$
0.40
$
0.36
$
0.35
2.9%
(0.1)%
(258.8)%
(12.1)%
(425.8)%
(11.4)%
(393.4)%
(8.4)%
(608.6)%
–
(608.6)%
(19.7)%
$
$
$
$
$
$
$
$
$
690.0
(4.5)
(3,169.6)
(160.5)
(3,160.9)
(17.7)
(591.7)
(1.5)
(2,550.0)
–
(2,550.0)
(100.8)
(9.29)
–
(9.29)
(0.34)
(9.29)
–
(9.29)
(0.34)
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
(2) Net of non-controlling interest.
(3) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares would
be anti-dilutive.
(% of sales)
Gross profit
EBITDA
Adjusted EBITDA
Operating (loss) income
Net (loss) earnings from continuing operations(1)
Adjusted net earnings(1)
(1) Net of non-controlling interest.
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
52 Weeks
Ended
May 3, 2014
24.2%
(7.9)%
4.7%
(9.8)%
(8.7)%
1.7%
24.9%
5.1%
5.5%
3.1%
1.8%
2.1%
23.9%
3.6%
5.0%
1.6%
0.7%
1.9%
35
management’s discussion and analysis2016 annual report
MANAGEMENT’S EXPLANATION OF CONSOLIDATED OPERATING RESULTS
The following is a review of the Company’s consolidated financial performance for the 53 weeks ended May 7, 2016 compared to
the 52 weeks ended May 2, 2015.
The financial performance of each of the Company’s segments (Food retailing and Investments and other operations) is discussed
in detail in the section entitled “Financial Performance by Segment” of this MD&A.
The West business unit continues to face operational and integration challenges in what remains a very competitive retail food
environment, for the Company. The Company has experienced soft sales during fiscal 2016 and continues to drive for growth with
the ongoing roll out of the Better Food for All strategy which continues to resonate with more customers. Sobeys is focused on
improving the execution at the store level to ensure customers are having the best food shopping experience.
The Company is also focused on cost reduction programs across the organization, seeking out areas where costs can be reduced
without impacting the offering being made to customers.
Sales
All sales are generated by the Food retailing segment.
The increase in sales for the 53 weeks ended May 7, 2016 was primarily the result of:
• Food inflation;
•
The additional week of operations in fiscal 2016 which accounted for approximately $461.2 million or 1.9 percentage points of
the 2.9 percent increase in Sobeys’ sales; and
• The Co-op Atlantic acquisition and the associated long-term supply and franchise agreements.
This increase was partially offset by:
• Significant integration, operational and reorganizational challenges affecting the West business unit;
• The continued negative impact of merchandising and promotional strategies in Western Canada;
• The economic downturn in areas that have been impacted by decreasing oil prices;
• Store closures associated with the network rationalization;
• The decline in oil prices impacting fuel sales; and
• The lost wholesale food volumes resulting from the loss of wholesale customers as discussed in previous quarters.
During the 53 weeks ended May 7, 2016, same-store sales in the Food retailing segment decreased 0.2 percent from the same
period last year. Excluding the negative impact of fuel sales and the retail West business unit, same-store sales would have
increased 1.5 percent.
36
management’s discussion and analysisempire company limited EBITDA
Consolidated EBITDA decreased in the 53 weeks ended May 7, 2016, largely due to impairments recorded for goodwill and long-
lived assets, and the provision related to the manufacturing purchase price adjustment. This was partially offset by the previously
mentioned factors affecting sales and reduced expenses for variable components of compensation, including stock-based awards.
($ in millions)
EBITDA
Adjustments:
Impairments of goodwill and long-lived assets
Loss (gain) on disposal of manufacturing facilities
Network rationalization reversals
Organizational realignment costs
Distribution centre restructuring
Inventory adjustment
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015(1)
$
Change
$
(1,944.7)
$
1,224.9
$
(3,169.6)
3,027.1
71.8
(13.9)
13.2
7.9
–
3,106.1
–
(19.1)
(17.4)
49.6
53.4
30.5
97.0
3,009.1
Adjusted EBITDA
$ 1,161.4
$
1,321.9
$
(160.5)
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
Operating Loss
For the 53 weeks ended May 7, 2016, operating loss increased due to the factors affecting EBITDA, partially offset by sales, as
discussed previously.
Finance Costs
During fiscal 2016, finance costs, net of finance income, decreased primarily due to the debt repayments in fiscal 2015. Interest
coverage decreased to (21.2) times from 5.4 times in the prior year, as a result of decreased operating income. Excluding the
impairments of goodwill and long-lived assets, interest coverage would have been 5.3 times.
Income Taxes
The effective income tax rate for the 53 weeks ended May 7, 2016 decreased to 17.3 percent in comparison to 25.6 percent in the
52 weeks ended May 2, 2015. The reduction is attributable to the tax consequences arising from the impairments of goodwill and
long-lived assets. The effective income tax rate, excluding the impact of the impairments, would have been 27.0 percent compared
to 25.6 percent in the prior year. This increase is primarily attributed to an increase in statutory tax rates and the partial non-
deductibility of certain provisions.
Net Loss
For the 53 weeks ended May 7, 2016, net loss was primarily the result of the previously discussed challenges in the West business
unit, including impairments recorded for goodwill and long-lived assets, and the provision related to the manufacturing purchase
price adjustment. The decrease was partially offset by the additional week of operations which positively impacted net earnings by
approximately $7.4 million and reduced expenses for variable components of compensation, including stock-based awards, in the
current year compared to the prior year.
37
management’s discussion and analysis2016 annual report
($ in millions, except per share amounts, net of tax)
Net (loss) earnings(1)
EPS(2) (fully diluted)
Adjustments(3):
Impairments of goodwill and long-lived assets
Loss (gain) on disposal of manufacturing facilities
Intangible amortization associated with the Canada Safeway acquisition
Network rationalization reversals
Organizational realignment costs
Distribution centre restructuring
Inventory adjustment
Adjusted net earnings(1)
Adjusted EPS (fully diluted)
Diluted weighted average number of shares outstanding (in millions)
(1) Net of non-controlling interest.
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
$
(2,131.0)
$
(7.78)
$
$
419.0
1.51
$
$
$
Change
(2,550.0)
(9.29)
2,459.4
57.4
19.1
(10.1)
9.6
5.8
–
2,541.2
410.2
1.50
274.0
$
$
$
$
–
(14.1)
20.5
(12.7)
36.2
39.1
23.0
92.0
511.0
1.84
277.2
2,449.2
(100.8)
(0.34)
$
$
(2) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares would
be anti-dilutive.
(3) All adjustments are net of income taxes.
FINANCIAL PERFORMANCE BY SEGMENT
Food Retailing
The following is a review of Empire’s Food retailing segment’s financial performance for the 53 weeks ended May 7, 2016 compared
to the 52 weeks ended May 2, 2015 and May 3, 2014.
The following financial information is Sobeys’ contribution to Empire as the amounts are net of consolidation adjustments, which
include a purchase price allocation from the privatization of Sobeys.
($ in millions)
Sales
Gross profit
EBITDA
Adjusted EBITDA
Operating (loss) income
Net (loss) earnings(2)
Adjusted net earnings(2)
53 Weeks
Ended
May 7, 2016
$ 24,618.8
5,957.6
(2,036.0)
1,070.1
(2,509.2)
(2,193.3)
347.9
52 Weeks
Ended
May 2, 2015
$ 23,928.8
5,962.5
1,121.9
1,218.9
639.9
343.5
435.5
52 Weeks
Ended
May 3, 2014(1)
$ 20,961.5
5,016.1
717.9
1,005.6
291.6
121.8
353.3
2016 Compared to 2015
$ Change
% Change
$
690.0
(4.9)
(3,157.9)
(148.8)
(3,149.1)
(2,536.8)
(87.6)
2.9%
(0.1)%
(281.5)%
(12.2)%
(492.1)%
(738.5)%
(20.1)%
(1) Amounts have been reclassified to correspond to the current presentation on the consolidated statement of (loss) earnings.
(2) Net of non-controlling interest.
38
management’s discussion and analysisempire company limited
To assess its financial performance and condition, Sobeys’ management monitors a set of financial measures which evaluate sales
growth, profitability and financial condition. The primary financial performance and condition measures reported by Sobeys are set
out below.
($ in millions)
Sales growth
Same-store sales growth
Return on equity(3)
Funded debt to total capital(3)
Funded debt to EBITDA(3)
Property, equipment and investment property purchases(4)
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
52 Weeks
Ended
May 2, 2015(1)
May 3, 2014(1)(2)
2.9%
(0.2)%
(55.4)%
45.9%
(1.1)x
616.2
$
$
14.2%
1.4%
7.1%
31.5%
2.0x
497.2
20.8%
0.0%
3.1%
41.6%
4.7x
553.8
$
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of cash flows and the consolidated balance
sheets.
(2) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of the fiscal 2015 annual MD&A.
(3) See “Non-GAAP Financial Measures & Financial Metrics” section of this MD&A.
(4) This amount reflects the property, equipment and investment property purchases by Sobeys, excluding amounts purchased from the Company and its
wholly-owned subsidiaries.
Excluding the impact of goodwill and long-lived asset impairments in fiscal 2016, return on equity would have been 5.4 percent
and funded debt to EBITDA would have been 2.3 times.
Sales
The increase in sales for the 53 weeks ended May 7, 2016 was primarily the result of:
• Food inflation;
•
The additional week of operations in fiscal 2016 which accounted for approximately $461.2 million or 1.9 percentage points
of the 2.9 percent increase in Sobeys’ sales; and
• The Co-op Atlantic acquisition and the associated long-term supply and franchise agreements.
This increase was partially offset by:
• Significant integration, operational and reorganizational challenges affecting the West business unit;
• The continued negative impact of merchandising and promotional strategies in Western Canada;
• The economic downturn in areas that have been impacted by decreasing oil prices;
• Store closures associated with the network rationalization;
• The decline in oil prices impacting fuel sales; and
• The lost wholesale food volumes resulting from the loss of wholesale customers as discussed in previous quarters.
During the 53 weeks ended May 7, 2016, same-store sales decreased 0.2 percent from the same period last year. Excluding
the negative impact of fuel sales and the retail West business unit, same-store sales would have increased 1.5 percent.
39
management’s discussion and analysis2016 annual report
Gross Profit
The decrease in gross margin during the 53 weeks ended May 7, 2016 continued to be the result of the ongoing impact that
merchandising and promotional programs had on customers, and the low reception of these strategies in Western Canada continue
to have a downward impact on gross margin. Gross profit was also impacted negatively by continuity program investment and
inventory valuation adjustments. In addition, increased promotional activity and a difficult economic environment mainly in the
Alberta and Saskatchewan markets, resulted in gross margin erosion. These challenges are being addressed with high priority and
mitigation plans continue to be put into place. The significant organizational, training, and education gaps related to IT system,
process integration and reorganizational changes identified in the “Significant Items” section of this MD&A, also continue to be
aggressively addressed.
In addition, gross profit and gross margin continued to be impacted during the 53 weeks ended May 7, 2016 by the factors
impacting sales, mainly the additional week of operations, as well as:
• Synergies related to the Canada Safeway acquisition, store divestitures and network rationalization;
• A weaker CAD relative to the United States dollar (“USD”) which affected the CAD cost of USD purchases;
• A highly promotional environment; and
• Continued competitive intensity.
For the 53 weeks ended May 7, 2016, the decline in the price of oil, which had an impact on fuel sales, did not have a direct material
impact on gross profit.
EBITDA
Sobeys’ contributed EBITDA decreased in the 53 weeks ended May 7, 2016, largely due to impairments recorded for goodwill
and long-lived assets, and the provision related to the manufacturing purchase price adjustment. This was partially offset by the
previously mentioned factors affecting sales and reduced expenses for variable components of compensation, including stock-
based awards.
($ in millions)
EBITDA
Adjustments:
Impairments of goodwill and long-lived assets
Loss (gain) on disposal of manufacturing facilities
Network rationalization reversals
Organizational realignment costs
Distribution centre restructuring
Inventory adjustment
Adjusted EBITDA
Operating Loss
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
$
Change
$
(2,036.0)
$
1,121.9
$
(3,157.9)
3,027.1
71.8
(13.9)
13.2
7.9
–
3,106.1
–
(19.1)
(17.4)
49.6
53.4
30.5
97.0
3,009.1
$ 1,070.1
$
1,218.9
$
(148.8)
For the 53 weeks ended May 7, 2016, operating loss increased due to the factors affecting EBITDA, partially offset by sales, as
discussed previously.
40
management’s discussion and analysisempire company limited
Net Loss
For the 53 weeks ended May 7, 2016, net loss was primarily impacted by the previously discussed challenges in the West business
unit, including impairments recorded for goodwill and long-lived assets, and the provision related to the manufacturing purchase
price adjustment. The decrease was partially offset by the additional week of operations which positively impacted net earnings by
approximately $7.4 million and reduced expenses for variable components of compensation, including stock-based awards, in the
current year compared to the prior year.
($ in millions, except per share amounts, net of tax)
Net (loss) earnings(1)
Adjustments(2):
Impairments of goodwill and long-lived assets
Loss (gain) on disposal of manufacturing facilities
Intangible amortization associated with the Canada Safeway acquisition
Network rationalization reversals
Organizational realignment costs
Distribution centre restructuring
Inventory adjustment
Adjusted net earnings(1)
(1) Net of non-controlling interest.
(2) All adjustments are net of income taxes.
Investments and Other Operations
($ in millions)
Operating income
Crombie REIT(2)
Real estate partnerships(3)
Other operations, net of corporate expenses
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
$
Change
$
(2,193.3)
$
343.5
$
(2,536.8)
2,459.4
57.4
19.1
(10.1)
9.6
5.8
–
2,541.2
–
(14.1)
20.5
(12.7)
36.2
39.1
23.0
92.0
2,449.2
$
347.9
$
435.5
$
(87.6)
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015(1)
$
$
38.9
46.7
5.1
90.7
$
$
30.6
54.7
17.2
$
102.5
$
$
Change
8.3
(8.0)
(12.1)
(11.8)
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
(2) 41.5 percent equity accounted interest in Crombie REIT (May 2, 2015 – 41.5 percent interest).
(3) Interests in Genstar.
At May 7, 2016, Empire’s investment portfolio, including equity accounted investments in Crombie REIT and Genstar, consisted of:
May 7, 2016
May 2, 2015
($ in millions)
Investment in associates
Crombie REIT(1)
Canadian real estate partnerships(2)
U.S. real estate partnerships(2)
Investment in joint ventures
Canadian Digital Cinema Partnership(2)
$
Fair
Value
786.0
148.5
50.2
Carrying
Value
Unrealized
Gain
$
$
366.8
148.5
50.2
$
419.2
–
–
–
9.4
9.4
Fair
Value
724.3
143.4
59.3
9.5
Carrying
Value
Unrealized
Gain
$
$
365.6
143.4
59.3
9.5
358.7
–
–
–
(1) Fair value is calculated based on the closing price of Crombie REIT units traded on the Toronto Stock Exchange as of May 6, 2016.
(2) Assumes fair value equals carrying value.
$
994.1
$
574.9
$
419.2
$
936.5
$
577.8
$
358.7
41
management’s discussion and analysis2016 annual report
Operating Income
For the 53 weeks ended May 7, 2016, the decrease in operating income from Investments and other operations can be attributed to:
•
A decrease in operating income from other operations, net of corporate expenses, primarily as a result of reversal of deferred
gains on properties sold by Crombie REIT in the prior year and dilution losses on Genstar in fiscal 2016; and
• A decrease in operating income from Genstar due to stronger operational results in fiscal 2015.
This decrease was partially offset by an increase in operating income from Crombie REIT as a result of a group of properties sold in
their first quarter of fiscal 2016.
QUARTERLY RESULTS OF OPERATIONS
The following table is a summary of selected financial information from the Company’s unaudited interim condensed consolidated
financial statements for each of the eight most recently completed quarters:
($ in millions, except
per share amounts)
Q4
(14 Weeks)
May 7, 2016
Q3
(13 Weeks)
Q2
(13 Weeks)
Jan. 30, 2016 Oct. 31, 2015
Q1
(13 Weeks)
Aug. 1, 2015
Q4
(13 Weeks)
May 2, 2015
Q3
(13 Weeks)
Jan. 31, 2015
Q2
(13 Weeks)
Nov. 1, 2014
Q1
(13 Weeks)
Aug. 2, 2014
Fiscal 2016
Fiscal 2015(1)
$ 6,283.2 $
(1,047.2)
6,027.2 $
(1,467.9)
6,059.2 $
256.3
6,249.2 $
314.1
5,770.5 $
236.3
5,940.5 $
322.3
5,995.1 $
323.8
6,222.7
342.5
Sales
EBITDA(2)
Operating (loss)
income
Net (loss) earnings(3) $
Per share
information, basic
Net (loss) earnings(3)(4) $
Basic weighted
average number of
shares outstanding
(in millions)
Per share
information,
diluted
Net (loss) earnings(3)(4) $
Diluted weighted
average number of
shares outstanding
(in millions)
(1,160.2)
(942.6) $
(1,589.8)
(1,365.7) $
136.0
68.5 $
195.5
108.8 $
115.9
55.4 $
203.4
123.6 $
203.7
116.9 $
219.4
123.1
(3.47) $
(5.03) $
0.25 $
0.39 $
0.20 $
0.45 $
0.42 $
0.44
271.7
271.7
275.2
277.0
277.0
277.0
277.0
277.0
(3.47) $
(5.03) $
0.25 $
0.39 $
0.20 $
0.45 $
0.42 $
0.44
271.7
271.8
275.5
277.5
277.5
277.2
277.0
277.0
(1) Amounts have been reclassified to correspond to the current period presentation on the condensed consolidated statement of (loss) earnings.
(2) EBITDA is reconciled to net (loss) earnings for the current and comparable period in the “Non-GAAP Financial Measures & Financial Metrics” section of
this MD&A.
(3) Net of non-controlling interest.
(4) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares
would be anti-dilutive.
When reviewing financial results for comparable periods:
•
The results of the first two quarters of fiscal 2016 show increased sales, but a decrease in operating income and net earnings
when compared to the same quarters in fiscal 2015. This was the result of the significant challenges for the organization to adapt
to the pervasive changes from the integration of Safeway operations, the continued negative impact of merchandising and
promotional strategies for the West business unit, and the provision recorded in the second quarter for manufacturing sales
agreements as previously mentioned.
42
management’s discussion and analysisempire company limited
•
•
The results of the third quarter of fiscal 2016 show increased sales, but an operating loss and a net loss when compared to
the same quarter in fiscal 2015. This was the result of an impairment charge the Company recorded for long-lived assets of
$137.7 million and for goodwill of $1,592.6 million representing the write-down of certain store assets in the Sobeys West
operating segment and related goodwill.
The results of the fourth quarter of fiscal 2016 show increased sales, but an operating loss and a net loss when compared
to the same quarter in fiscal 2015. This was the result of impairment charges the Company recorded for long-lived assets of
$10.9 million and for goodwill of $1,285.9 million representing the write-down of certain store assets in the Sobeys West
operating segment and related goodwill to their recoverable amount. Results for the fourth quarter of 2016 were also impacted
by an additional week of operations, as mentioned previously. Results for the fourth quarter of 2015 were impacted by the
network rationalization, downward pressure on fuel sales from declining oil prices and Competition Bureau imposed divestitures
associated with the Canada Safeway acquisition.
Management has recognized the significant operational challenges faced during fiscal 2016 and their remediation are a top priority
for fiscal 2017. Strategies continue to be deployed in order to optimize the execution of our store level offerings, to realize the
benefits and efficiencies from our distribution centre restructuring and through continued work on reduction of the Company’s
cost structure.
Sales include fluctuations in quarter-to-quarter inflationary and deflationary market pressures. The Company does experience
some seasonality, as evidenced in the results presented above, in particular during the summer months and over the holidays.
The sales, EBITDA, operating (loss) income and net (loss) earnings, net of non-controlling interest, have been influenced by
impairments recorded, Safeway operations, one-time adjustments, other investing activities, the competitive environment, cost
management initiatives, food price and general industry trends, and by other risk factors as outlined in the “Risk Management”
section of this MD&A.
LIQUIDITY AND CAPITAL RESOURCES
The table below highlights the major cash flow components for the Company for the relevant periods.
($ in millions)
Cash flows from operating activities
Cash flows (used in) from
investing activities
Cash flows used in financing activities
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015(1)
$
Change
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015(1)
$
Change
$
244.8
$
255.3
$
(10.5)
$
896.8
$
1,158.1
$
(261.3)
(176.8)
(97.3)
285.3
(567.5)
(462.1)
470.2
(622.6)
(305.4)
159.8
(1,451.3)
(782.4)
1,145.9
Decrease in cash and cash equivalents $
(29.3)
$
(26.9)
$
(2.4)
$
(31.2)
$
(133.4)
$
102.2
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of cash flows.
Operations
The cash flows from operating activities for the 14 weeks ended May 7, 2016 were consistent with the same period in the prior year.
During the 53 weeks ended May 7, 2016, cash flows from operating activities decreased mainly as a result of an increase in net loss,
for reasons previously discussed, and an increase in the net change in non-cash working capital.
43
management’s discussion and analysis2016 annual report
Free Cash Flow
Management uses free cash flow(1) as a measure to assess the amount of cash available for debt repayment, dividend payments and
other investing and financing activities.
($ in millions)
Cash flows from operating activities
Add: proceeds on disposal of
property, equipment and
investment property
Less: property, equipment and
investment property purchases
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015
$
Change
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
$
Change
$
244.8
$
255.3
$
(10.5)
$
896.8
$
1,158.1
$
(261.3)
11.6
460.9
(449.3)
142.5
781.2
(638.7)
(173.9)
(133.8)
(40.1)
(616.5)
(497.2)
(119.3)
Free cash flow
$
82.5
$
582.4
$
(499.9)
$
422.8
$
1,442.1
$
(1,019.3)
The decrease in free cash flow for the 14 weeks ended May 7, 2016 was the result of a decrease in proceeds on disposal of property,
equipment and investment property mainly due to the divestiture of manufacturing facilities in fiscal 2015.
The decrease in free cash flow for the 53 weeks ended May 7, 2016 was the result of:
• A reduction in cash flows from operating activities as previously discussed;
• A decrease in proceeds on disposal of property, equipment and investment property due to the:
– Sale leaseback of ten properties to Crombie REIT in fiscal 2015;
– Sale leaseback of 22 properties to Econo-Malls in fiscal 2015;
– Divestiture of manufacturing facilities in fiscal 2015; and
– Divestiture of 11 stores in fiscal 2015 required as a part of the Canada Safeway acquisition.
•
An increase in property, equipment and investment property purchases mainly due to the automated distribution centre
expansion in Vaughan, Ontario, the acquisition of a former Target warehouse facility in Rocky View, Alberta, and land purchased.
Investment
The increase in cash used in investing activities in the 14 and 53 weeks ended May 7, 2016 was primarily due to the previously
discussed reduction of proceeds on disposal of property, equipment and investment property.
The table below outlines the number of stores Sobeys invested in during the 14 and 53 weeks ended May 7, 2016 compared to
the 13 and 52 weeks ended May 2, 2015.
# of stores
Opened/relocated/acquired
Expanded
Rebannered/redeveloped
Closed – normal course of operations
Divested – Competition Bureau imposed
Closed – network rationalization
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
20
3
1
15
–
1
17
3
2
10
–
4
102
18
22
37
–
3
67
9
14
30
11
42
(1) See “Non-GAAP Financial Measures & Financial Metrics” section of this MD&A.
44
management’s discussion and analysisempire company limited
The following table shows Sobeys’ square footage changes for the 14 and 53 weeks ended May 7, 2016 by type:
Square feet (in thousands)
Opened
Relocated
Acquired
Expanded
Closed – normal course of operations
Net change before the impact of the network rationalization
Closed – network rationalization
Net change with the impact of the network rationalization
14 Weeks
Ended
May 7, 2016
53 Weeks
Ended
May 7, 2016
75
93
31
7
(108)
98
(32)
66
887
197
168
125
(290)
1,087
(93)
994
At May 7, 2016, Sobeys’ square footage totalled 38.7 million, a 2.7 percent increase over the 37.7 million square feet operated at
May 2, 2015.
Financing
The cash used in financing activities during the 14 weeks ended May 7, 2016 decreased from the same period of fiscal 2015,
primarily due to the repayment of the non-revolving, amortizing credit facility (“Acquisition Facility”) related to the Canada Safeway
acquisition of $485.0 million in the fourth quarter of fiscal 2015.
The decrease in cash used in financing activities during the 53 weeks ended May 7, 2016 was primarily due to a reduction in the
repayment of long-term debt of $660.4 million (2015 – $1,635.5 million). In fiscal 2015 the Company paid off $1.4 billion of the
Acquisition Facility mainly with proceeds from the divestiture of property and equipment. Cash used in financing activities for the
53 weeks ended May 7, 2016 was also impacted by an increase in the repurchase of Non-Voting Class A shares of $148.1 million
(2015 – $ nil) as the Company repurchased 5,365,752 Non-Voting Class A shares under the Normal Course Issuer Bid (“NCIB”) in
the second quarter of fiscal 2016.
Employee Future Benefit Obligations
For the 53 weeks ended May 7, 2016, the Company contributed $9.3 million (2015 – $8.9 million) to its registered defined benefit
pension plans. The Company expects to contribute approximately $10.0 million in fiscal 2017 to these plans. The Company
continues to assess the impact of the capital markets on its funding requirement.
Guarantees and Commitments
The following table presents the Company’s commitments and other obligations that will come due over the next five fiscal years
as at May 7, 2016.
($ in millions)
2017
2018
2019
2020
2021
Thereafter
Total
Commitments
Long-term debt(1)
Finance lease liabilities(2)
Third party operating leases,
as lessee(3)
Related party operating leases,
as lessee(3)
Contractual obligations
Operating leases, as lessor
$
329.8 $
104.8 $
14.7
11.8
510.0 $
9.4
18.5 $
7.8
295.9 $
5.3
1,061.0 $
27.2
2,320.0
76.2
246.0
229.8
211.8
195.5
171.5
928.2
1,982.8
127.5
718.0
(25.6)
127.1
473.5
(22.3)
122.3
853.5
(19.8)
122.0
343.8
(16.6)
121.7
594.4
(14.7)
1,440.4
3,456.8
2,061.0
6,440.0
(89.8)
(188.8)
Contractual obligations, net
$
692.4 $
451.2 $
833.7 $
327.2 $
579.7 $
3,367.0 $
6,251.2
(1) Principal debt repayments.
(2) Present value of minimum lease payments (future minimum lease payments less interest).
(3) Net of sub-lease income.
45
management’s discussion and analysis2016 annual report
Guarantees
Franchisees and Affiliates
Sobeys is party to a number of franchise and operating agreements as part of its business model. These agreements contain
clauses which require the Company to provide support to franchisee and affiliate operators to offset or mitigate retail store losses,
reduce store rental payments, minimize the impact of promotional pricing, and assist in covering other store related operating
expenses. Not all of the financial support noted above will apply in each instance as the provisions of the agreements vary. The
Company will continue to provide financial support pursuant to the franchise and operating agreements in future years.
Sobeys has a guarantee contract under the terms of which, should certain franchisees and affiliates be unable to fulfill their lease
obligations, Sobeys would be required to fund the greater of $7.0 million or 9.9 percent (2015 – $7.0 million or 9.9 percent) of the
authorized and outstanding obligation. The terms of the guarantee contract are reviewed annually each August. As at May 7, 2016,
the amount of the guarantee was $7.0 million (2015 – $7.0 million).
Sobeys has guaranteed certain equipment leases of its franchisees and affiliates. Under the terms of the guarantee should
franchisees and affiliates be unable to fulfill their equipment lease obligations, Sobeys would be required to fund the difference
of the lease commitments up to a maximum of $145.0 million on a cumulative basis. Sobeys approves each of the contracts.
During fiscal 2009, Sobeys entered into an additional credit enhancement contract in the form of a standby letter of credit for
certain franchisees and affiliates for the purchase and installation of equipment. Under the terms of the contract, should franchisees
and affiliates be unable to fulfill their lease obligations or provide an acceptable remedy, Sobeys would be required to fund the
greater of $6.0 million or 10.0 percent (2015 – $6.0 million or 10.0 percent) of the authorized and outstanding obligation annually.
Under the terms of the contract, Sobeys is required to obtain a letter of credit in the amount of the outstanding guarantee, to be
revisited each calendar year. This credit enhancement allows Sobeys to provide favourable financing terms to certain franchisees
and affiliates. The contract terms have been reviewed and Sobeys determined that there were no material implications with respect
to the consolidation of SEs. As at May 7, 2016, the amount of the guarantee was $6.0 million (2015 – $6.0 million).
Commitments
Finance Lease Liabilities
During fiscal 2016, the Company increased its finance lease obligation by $3.7 million (2015 – $5.8 million) with a similar increase
in assets under finance leases. These additions are non-cash in nature, therefore have been excluded from the statements of
cash flows.
Operating Leases, as Lessee
The Company leases various retail stores, distribution centres, offices, and equipment under non-cancellable operating
leases. These leases have varying terms, escalation clauses, renewal options, and bases on which contingent rent is payable.
The total net, future minimum rent payable under the Company’s operating leases as of May 7, 2016 is approximately
$4,043.8 million. This reflects a gross lease obligation of $4,965.6 million reduced by expected sub-lease income of $921.8 million.
The Company recorded $542.3 million (2015 – $517.4 million) as an expense for minimum lease payments for the year ended
May 7, 2016 in the consolidated statements of (loss) earnings. The expense was offset by sub-lease income of $168.2 million
(2015 – $161.8 million), and a further $12.3 million (2015 – $11.5 million) of expense was recognized for contingent rent.
Operating Leases, as Lessor
The Company also leases most investment properties under operating leases. These leases have varying terms, escalation clauses,
renewal options and bases on which contingent rent is receivable.
Rental income for the year ended May 7, 2016 was $31.4 million (2015 – $29.7 million) and was recognized as other (loss) income, net
in the consolidated statements of (loss) earnings. In addition, the Company recognized $0.3 million of contingent rent for the year
ended May 7, 2016 (2015 – $1.7 million).
46
management’s discussion and analysisempire company limited Other
At May 7, 2016, the Company was contingently liable for letters of credit issued in the aggregate amount of $66.6 million (2015 –
$69.8 million).
Sobeys, through its subsidiaries, has guaranteed the payment of obligations under certain commercial development agreements.
As at May 7, 2016, Sobeys has guaranteed $43.5 million in obligations related to these agreements.
Upon entering into the lease of its new Mississauga distribution centre, in March 2000, Sobeys guaranteed to the landlord the
performance, by SERCA Foodservice Inc., of all its obligations under the lease. The remaining term of the lease is four years with
an aggregate obligation of $13.4 million (2015 – $16.5 million). At the time of the sale of assets of SERCA Foodservice Inc. to Sysco
Corp., the lease of the Mississauga distribution centre was assigned to and assumed by the purchaser, and Sysco Corp. agreed to
indemnify and hold Sobeys harmless from any liability it may incur pursuant to its guarantee.
CONSOLIDATED FINANCIAL CONDITION
Key Financial Condition Measures
($ in millions, except per share and ratio calculations)
Shareholders’ equity, net of non-controlling interest
Book value per common share(3)
Long-term debt, including current portion
Funded debt to total capital(3)
Net funded debt to net total capital(3)
Funded debt to EBITDA(3)(4)
EBITDA to interest expense(3)(4)
Current assets to current liabilities
Total assets
Total non-current financial liabilities
May 7, 2016
May 2, 2015(1)
May 3, 2014(1)(2)
$ 3,621.0
$
13.33
$ 2,352.9
39.4%
36.6%
(1.2)x
(17.1)x
1.0x
$ 9,087.5
$ 2,696.8
$
$
$
5,983.8
21.60
2,284.1
27.6%
24.9%
1.9x
8.9x
0.9x
$ 11,460.7
2,942.0
$
$
$
$
5,700.5
20.59
3,493.8
38.0%
35.0%
4.6x
5.8x
1.0x
$ 12,236.6
3,929.6
$
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of cash flows and the consolidated
balance sheets.
(2) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of the fiscal 2015 annual MD&A.
(3) See “Non-GAAP Financial Measures & Financial Metrics” section of this MD&A.
(4) Ratios for May 3, 2014 exclude EBITDA and interest expense relating to discontinued operations.
The ratio of funded debt to total capital increased to 39.4 percent at May 7, 2016 from 27.6 percent at May 2, 2015.
The funded debt to EBITDA ratio decreased to (1.2) times compared to 1.9 times at May 2, 2015. Excluding the impact of goodwill
and long-lived asset impairments, the funded debt to EBITDA ratio would have been 2.2 times. The decrease in the EBITDA to
interest expense coverage ratio ((17.1) times versus 8.9 times at May 2, 2015) was the result of lower trailing 12-month interest
expense ($114.0 million versus $137.3 million at May 2, 2015) and a lower trailing 12-month EBITDA ($(1,944.7) million versus
$1,224.9 million at May 2, 2015). Excluding the impact of goodwill and long-lived asset impairments, the EBITDA to interest
expense coverage ratio would have been 9.5 times.
The Company’s ratio of current assets to current liabilities increased to 1.0 times from 0.9 times at May 2, 2015.
The Company’s current credit ratings are BBB (low) with a stable trend from Dominion Bond Rating Service (“DBRS”) and BBB- with
a negative outlook from Standard and Poor’s (“S&P”).
The Company believes that its cash and cash equivalents on hand, unutilized bank credit facilities and cash generated from
operating activities will enable the Company to fund future capital investments, pension plan contributions, working capital, current
funded debt obligations and ongoing business requirements. The Company also believes it has sufficient funding in place to meet
these requirements and other short-term and long-term financial obligations. The Company mitigates potential liquidity risk by
ensuring various sources of funds are diversified by term to maturity and source of credit.
The Company has provided covenants to its lenders in support of various financing facilities. All covenants were complied with for
the 14 and 53 weeks ended May 7, 2016.
47
management’s discussion and analysis2016 annual report
For additional disclosure on Empire’s long-term debt, see Note 15 of the Company’s audited annual consolidated financial
statements for the 53 weeks ended May 7, 2016.
Shareholders’ Equity
The Company’s share capital was comprised of the following on May 7, 2016:
2002 Preferred shares, par value of $25 each, issuable in series
Non-Voting Class A shares, without par value
Class B common shares, without par value, voting
Issued and
Outstanding
Number of Shares Number of Shares
Authorized
991,980,000
768,105,849
122,400,000
–
173,537,901
98,138,079
$ in millions
$
–
2,037.8
7.3
$
2,045.1
The decrease in shareholders’ equity, net of non-controlling interest, of $2,362.8 million from fiscal 2015 primarily reflects the
decrease in retained earnings from the impairments of goodwill and long-lived assets recorded, along with the Non-Voting Class A
share repurchases under the NCIB of $148.1 million and dividends paid of $109.4 million. Book value per common share was $13.33
at May 7, 2016 compared to $21.60 at May 2, 2015.
The Company’s share capital on May 7, 2016 compared to the same period in the last fiscal year is shown in the table below.
(Number of Shares)
Non-Voting Class A shares
Issued and outstanding, beginning of period
Issued during period
Converted from Class B common shares during period
Repurchase of capital stock
Issued and outstanding, end of period
Class B common shares
Issued and outstanding, beginning of period
Issued during period
Converted to Non-Voting Class A shares during period
Total Issued and outstanding, end of period
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
178,862,211
41,442
–
(5,365,752)
174,148,452
69,549
4,644,210
–
173,537,901
178,862,211
98,138,079
–
–
102,782,289
–
(4,644,210)
98,138,079
98,138,079
The outstanding options at May 7, 2016 were granted at prices between $17.33 and $30.11 and expire between July 2018 and
March 2024 with a weighted average remaining contractual life of 5.89 years. Stock option transactions during fiscal 2016 and 2015
were as follows:
2016
2015
Balance, beginning of year
Granted
Purchased
Exercised
Forfeited
Balance, end of year
Number
of Options
3,364,995
753,845
–
(135,712)
(327,806)
Weighted
Average
Exercise Price
$
24.86
30.13
–
20.09
26.90
Number
of Options
2,803,098
977,967
–
(262,722)
(153,348)
3,655,322
$
25.94
3,364,995
$
Weighted
Average
Exercise Price
$
24.85
22.43
–
17.04
22.59
24.86
Stock options exercisable, end of year
2,206,342
694,731
48
management’s discussion and analysisempire company limited
The 3,655,322 stock options outstanding as at the fiscal year ended May 7, 2016 (May 2, 2015 – 3,364,995) represents 1.3 percent
(May 2, 2015 – 1.2 percent) of the outstanding Non-Voting Class A and Class B common shares.
During fiscal 2016, the Company paid common dividends of $109.4 million (2015 – $99.7 million) to its equity holders. This
represents a payment of $0.40 per share (2015 – $0.36 per share) for common share holders.
As at June 28, 2016, the Company had Non-Voting Class A and Class B common shares outstanding of 173,537,901, and 98,138,079,
respectively, as well as 3,655,322 options to acquire in aggregate 3,655,322 Non-Voting Class A shares.
Normal Course Issuer Bid (“NCIB”)
The Board of Directors and senior management of Empire are of the opinion that from time to time the purchase of Non-Voting
Class A shares at the prevailing market prices is a worthwhile use of funds and in the best interests of Empire and its shareholders.
Accordingly, on March 12, 2015, the Company filed a notice of intent with the Toronto Stock Exchange (“TSX”) to purchase for
cancellation up to 1,788,584 Non-Voting Class A shares, or 5,365,752 Non-Voting Class A shares post-share split, representing
approximately three percent of those outstanding. Purchases commenced on March 17, 2015, and terminated by March 16, 2016.
During the second quarter of fiscal 2016, the Company purchased for cancellation 5,365,752 Non-Voting Class A shares which
fulfilled the normal course issuer bid. The purchase price was $148.1 million of which $64.8 million of the purchase price was
accounted for as a reduction to share capital and the remainder as a reduction to retained earnings.
On March 14, 2016, the Company filed a notice of intent with the TSX to purchase for cancellation up to 5,206,137 Non-Voting Class
A shares, representing approximately three percent of those outstanding, subject to obtaining regulatory approval. The purchases
will be made through the facilities of the TSX. The price the Company will pay for any such shares will be the market price at the
time of acquisition. Purchases commenced on March 17, 2016, and shall terminate not later than March 16, 2017. Empire has not
repurchased any Non-Voting Class A shares since the date of notice.
During the year ended May 2, 2015, 4,644,210 Class B common shares were converted into 4,644,210 Non-Voting Class A shares.
Financial Instruments
As part of Empire’s risk management strategy, the Company actively monitors its exposures to various financial risks including
interest rate risk, foreign exchange risk and commodity risk. From time to time, the Company utilizes hedging instruments it deems
appropriate to mitigate risk exposure and not for speculative purposes. The Company’s use of these instruments has not had a
material impact on (losses) earnings for the 14 and 53 weeks ended May 7, 2016 or for the comparative period in fiscal 2015.
When the Company, or its subsidiaries, enter into a financial instrument contract, it is exposed to potential credit risk associated
with the counterparty of the contract defaulting. To mitigate this risk exposure, the Company monitors the credit worthiness
of its various contractual counterparties on an ongoing basis and will take corrective actions it deems appropriate should a
counterparty’s credit profile change materially.
To mitigate the currency risk associated with some of the Sobeys’ Euro purchases, Sobeys has entered into forward currency
contracts with staggered maturities to act as a hedge against the effect of the change in the value of the CAD relative to
the Euro. During the 14 and 53 weeks ended May 7, 2016, Sobeys recorded an unrealized fair value (loss) gain of $(2.5) million
and $4.7 million, respectively, in other comprehensive income related to the effective portion of these contracts.
Sobeys has also entered into a floating-for-floating currency swap with a fixed rate of $1.2775 CAD/USD to mitigate the currency
risk associated with a USD denominated variable rate loan. During the 14 and 53 weeks ended May 7, 2016, Sobeys recorded
an unrealized fair value (loss) gain of $(1.5) million and $1.3 million, respectively, in other comprehensive income related to the
effective portion of this contract.
To mitigate the price risk associated with some of the Sobeys’ electricity purchases, Sobeys has entered into sales agreements with
an energy marketer to fix the price on a portion of its expected usage. During the 14 and 53 weeks ended May 7, 2016, Sobeys
recorded an unrealized fair value gain (loss) of $0.2 million and $(0.7) million, respectively, in other comprehensive income related
to the effective portion of these agreements.
Sobeys’ amortizing interest rate swap to hedge the interest on a portion of Sobeys’ acquisition facility matured on December 31, 2015.
49
management’s discussion and analysis2016 annual report Fair Value Methodology
When a financial instrument is designated as a hedge for financial accounting purposes, it is classified as fair value through profit
and loss on the balance sheets and recorded at fair value. The estimated fair values of the financial instruments as of May 7, 2016
were based on relevant market prices and information available at the reporting date. The Company determines the fair value of
each financial instrument by reference to external and third party quoted bid, ask and mean prices, as appropriate, in an active
market. In inactive markets, fair values are based on internal and external valuation models, such as discounted cash flows using
market observed inputs. Fair values determined using valuation models require the use of assumptions to determine the amount
and timing of forecasted future cash flows and discount rates. The Company primarily uses external market inputs, including factors
such as interest yield curves and forward exchange rates to determine the fair values. Changes in interest rates and exchange
rates, along with other factors, may cause the fair value amounts to change in subsequent periods. The fair value of these financial
instruments reflects the estimated amount the Company would pay or receive if it were to settle the contracts at the reporting date.
ACCOUNTING STANDARDS AND POLICIES
The audited consolidated financial statements were prepared using the same accounting policies as disclosed in the Company’s
annual consolidated financial statements for the year ended May 2, 2015.
Future Accounting Policies
(i) Leases
In January 2016, the IASB issued IFRS 16, “Leases”, which will supersede IAS 17, “Leases” and IFRIC 4, “Determining whether an
Arrangement contains a Lease”. IFRS 16 introduces a balance sheet recognition and measurement model for lessees, eliminating
the distinction between operating and finance leases. Lessors will continue to classify leases as operating and finance leases. The
standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 allows for early adoption for companies that
apply IFRS 15 “Revenue from Contracts with Customers”, but the Company does not intend to do so at this time.
(ii) Financial instruments
In July 2014, the IASB issued IFRS 9, “Financial Instruments”, which replaces IAS 39, “Financial Instruments: Recognition and
Measurement”. IFRS 9 provides guidance on the classification and measurement of financial assets and financial liabilities,
establishes an expected credit losses impairment model and a new hedge accounting model with corresponding risk management
activity disclosures. The standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied
retrospectively, with the exception of the hedging component which is applied prospectively. IFRS 9 allows for early adoption,
but the Company does not intend to do so at this time.
(iii) Revenue
In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”. IFRS 15 replaces IAS 18, “Revenue”, IAS 11,
“Construction Contracts”, and some revenue related Interpretations. IFRS 15 establishes a new control-based revenue recognition
model and provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with
customers, excluding contracts within the scope of the standards on leases, insurance contracts and financial instruments. The new
standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively. IFRS 15 allows for
early adoption, but the Company does not intend to do so at this time.
(iv) Presentation of financial statements
In December 2014, the IASB amended IAS 1, “Presentation of Financial Statements”, providing clarifying guidance on materiality
and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.
The amendments are effective for annual periods beginning on or after January 1, 2016 and therefore the Company will apply
these amendments in the first quarter of fiscal 2017. The Company does not expect any material impact on its financial statement
disclosures as a result of adopting these amendments.
The Company is currently evaluating the impact of the new standards and amendment on its consolidated financial statements.
50
management’s discussion and analysisempire company limited Critical Accounting Estimates
The preparation of consolidated financial statements, in conformity with GAAP, requires management to make estimates,
judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Certain of these estimates require subjective or complex judgments by management that may be uncertain. Some of these items
include the valuation of inventories, goodwill, employee future benefits, stock-based compensation, provisions, impairments,
customer loyalty programs, useful lives of property, equipment, investment property and intangibles for purposes of depreciation
and amortization, and income taxes. Changes to these estimates could materially impact the financial statements. These estimates
are based on management’s best knowledge of current events and actions the Company may undertake in the future. Management
regularly evaluates the estimates and assumptions it uses. Actual results could differ from these estimates.
Impairments of goodwill and long-lived assets
Management assesses impairment of non-financial assets such as goodwill, intangible assets, property and equipment, and
investment property. In assessing impairment, management estimates the recoverable amount of each asset or CGU based on
expected future cash flows. When measuring expected future cash flows, management makes assumptions about future growth
of profits which relate to future events and circumstances. Actual results could vary from these estimated future cash flows.
Estimation uncertainty relates to assumptions about future operating results and the application of an appropriate discount rate.
Goodwill is subject to impairment testing on an annual basis. The Company previously performed its annual assessment of
goodwill impairment during its first quarter, but is transitioning to complete the assessment in its third quarter to better align
with the Company’s budgeting process. However, if indicators of impairment are present, the Company will review goodwill for
impairment when such indicators arise. In addition, at each reporting period, the Company reviews whether there are indicators
that the recoverable amount of long-lived assets may be less than their carrying amount. As a result of operational challenges faced
in Western Canada, primarily under the Safeway banner, and the outcome of the long-lived asset impairment tests, the Company
reviewed goodwill for impairment as at January 30, 2016 and May 7, 2016.
Goodwill and long-lived assets were reviewed for impairment by determining the recoverable amount of each CGU or groups of
CGUs to which the goodwill or long-lived assets relate. Management estimated the recoverable amount of the CGUs based on the
higher of value-in-use (“VIU”) and fair value less costs of disposal (“FVLCD”). The VIU calculations are based on expected future
cash flows. When measuring expected future cash flows, management makes key assumptions about future growth of profits which
relate to future events and circumstances. Estimation uncertainty relates to assumptions about future operating results and the
application of an appropriate discount rate. Actual results could vary from these estimates which may cause significant adjustments
to the Company’s goodwill or long-lived assets in subsequent reporting periods.
Pension Benefit Plans and Other Benefit Plans
The cost of the Company’s pension benefits for defined contribution plans are expensed at the time active employees are
compensated. The cost of defined benefit pension plans and other benefit plans is accrued based on actuarial valuations, which
are determined using the projected unit credit method pro-rated on service and management’s best estimate of salary escalation,
retirement ages, and expected growth rate of health care costs.
Current market values are used to value benefit plan assets. The obligation related to employee future benefits is measured using
current market interest rates, assuming a portfolio of Corporate AA bonds with terms to maturity that, on average, match the terms
of the obligation.
To the extent that plan amendments increase the obligation related to past service, the Company will recognize a past service cost
immediately as an expense.
In measuring its defined benefit liability the Company will recognize all of its actuarial gains and losses immediately into other
comprehensive income. The key assumptions are disclosed in Note 16 of the Company’s financial statements.
51
management’s discussion and analysis2016 annual report Income Taxes
Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to temporary
differences between the financial statement carrying values of assets and liabilities and their respective income tax bases. Deferred
income tax assets or liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The calculation of current and
deferred income taxes requires management to make estimates and assumptions and to exercise a certain amount of judgment.
The financial statement carrying values of assets and liabilities are subject to accounting estimates inherent in those balances. The
income tax bases of assets and liabilities are based upon the interpretation of income tax legislation across various jurisdictions.
The current and deferred income tax assets and liabilities are also impacted by expectations about future operating results and
the timing of reversal of temporary differences as well as possible audits of tax filings by the regulatory authorities. Management
believes it has adequately provided for income taxes based on current available information.
Changes or differences in these estimates or assumptions may result in changes to the current or deferred income tax balances on
the consolidated balance sheets.
Valuation of Inventories
Inventories are valued at the lower of cost and estimated net realizable value. Significant estimation or judgment is required in the
determination of (i) estimated inventory provisions associated with vendor allowances and internal charges; (ii) estimated inventory
provisions due to spoilage and shrinkage occurring between the last physical inventory count and the balance sheet dates; and
(iii) inventories valued at retail and adjusted to cost. Changes or differences in any of these estimates may result in changes to
inventories on the consolidated balance sheets and a charge or credit to operating income in the consolidated statements of
(loss) earnings.
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable
that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the
amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of
the time value of money and the risks specific to the liability, if material.
Business Acquisitions
For business acquisitions, the Company applies judgment on the recognition and measurement of assets and liabilities assumed
and estimates are utilized to calculate and measure such adjustments. In measuring the fair value of an acquiree’s assets and
liabilities management uses estimates about future cash flows and discount rates. Any measurement changes upon initial
recognition would affect the measurement of goodwill, except for deferred taxes.
Supply Agreements
The Company has various long-term supply agreements for products, some of which contain minimum volume purchases.
Significant estimation and judgment is required in the determination of (i) future operating results; and (ii) forecasted volumes
purchased. When measuring whether a provision is required based on the expected future cash flows associated with fulfilling the
contract, management makes assumptions which relate to future events and circumstances. Actual results could vary from these
estimated future cash flows.
Disclosure Controls and Procedures
Management of the Company, which includes the Chief Executive Officer (“CEO”) and Chief Financial & Administrative Officer
(“CFAO”), is responsible for establishing and maintaining Disclosure Controls and Procedures (“DC&P”) to provide reasonable
assurance that material information relating to the Company is made known to management by others, particularly during the
period in which the annual filings are being prepared, and that information required to be disclosed by the Company and its annual
filings, interim filings and other reports filed or submitted by it under securities legislation is recorded, processed, summarized
and reported within the time periods specified in securities legislation. As at May 7, 2016, the CEO and CFAO have evaluated the
effectiveness of the Company’s DC&P. Based on that evaluation, the CEO and CFAO have concluded that the Company’s DC&P
was effective as at May 7, 2016 and that there were no material weaknesses relating to the design or operation of the DC&P.
52
management’s discussion and analysisempire company limited Internal Control Over Financial Reporting
Management of the Company, which includes the CEO and CFAO, is responsible for establishing and maintaining Internal
Control over Financial Reporting (“ICFR”), as that term is defined in National Instrument 52-109, “Certification of Disclosure in
Issuers’ Annual and Interim Filings”. The control framework management used to design and assess the effectiveness of ICFR is
“The Internal Control Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway
Commission. As at May 7, 2016, the CEO and CFAO have evaluated the effectiveness of the Company’s ICFR. Based on that
evaluation, the CEO and CFAO have concluded that the Company’s ICFR was effective as at May 7, 2016, and that there were
no material weaknesses relating to the design or operation of the ICFR.
There have been no changes in the Company’s ICFR during the period beginning January 31, 2016 and ended May 7, 2016 that
have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
RELATED PARTY TRANSACTIONS
The Company has related party transactions with Crombie REIT and key management personnel. The Company holds a
41.5 percent ownership interest in Crombie REIT and accounts for its investment using the equity method.
On May 30, 2014, Crombie REIT closed a bought-deal public offering of units at a price of $13.25 per unit. Concurrent with the
public offering, a wholly-owned subsidiary of the Company purchased approximately $40.0 million of Class B LP units (which are
convertible on a one-for-one basis into units of Crombie REIT). Following the conversion of Crombie REIT debentures during fiscal
2015, and accounting for the subscription of Class B LP units, the Company’s interest in Crombie REIT decreased from 41.6 to
41.5 percent.
The Company leased certain real property from Crombie REIT during the year at amounts in management’s opinion which
approximate fair market value that would be incurred if leased from a third party. Management has determined these amounts
to be fair value due to the significant number of leases negotiated with third parties in each market it operates. The aggregate
net payments under these leases, which are measured at exchange amounts, totalled approximately $164.9 million (2015 –
$136.7 million).
Crombie REIT provides administrative and management services to the Company on a fee for service basis pursuant to a
Management Agreement effective January 1, 2016. The Management Agreement replaces the previous arrangement where
charges incurred were on a cost recovery basis. The amounts paid in fiscal 2016 were not material.
At May 7, 2016, investments included $24.7 million (2015 – $25.1 million) of Crombie REIT convertible unsecured subordinated
debentures. The Company received interest from Crombie REIT of $1.2 million for the year ended May 7, 2016 (2015 – $1.2 million).
These amounts are included in finance costs, net in the consolidated statements of (loss) earnings.
During the year ended May 7, 2016, Crombie REIT and a wholly-owned subsidiary of the Company negotiated an extension of a
rental income guarantee and put option on a property Crombie REIT acquired from the Company’s subsidiary in 2006. The rental
income guarantee and put option were originally scheduled to mature in March 2016 and have been extended for a period of five
years with either party having the ability to terminate the agreements with written notice.
During the year ended May 7, 2016, Sobeys through its wholly-owned subsidiaries, sold and leased back six properties from
Crombie REIT. Cash consideration received for the properties sold was $60.7 million, resulting in a pre-tax gain of $6.5 million,
which has been recognized in the consolidated statements of (loss) earnings.
During the second quarter of fiscal 2015, the Company exited a sub-lease agreement with Crombie REIT and incurred a charge of
$2.7 million. This charge is included in selling and administrative expenses on the consolidated statements of (loss) earnings.
During the year ended May 2, 2015, Sobeys through its wholly-owned subsidiaries sold ten properties and leased back eight
properties from Crombie REIT. Cash consideration received for the properties sold was $105.8 million, resulting in a pre-tax gain of
$1.2 million, which has been recognized in the consolidated statements of (loss) earnings. The majority of proceeds received were
used to repay bank borrowings.
Subsequent to May 7, 2016, Sobeys entered into an agreement with Crombie REIT to sell and lease back certain properties. See the
“Significant Items” section of this MD&A for further information.
53
management’s discussion and analysis2016 annual report Key Management Personnel Compensation
Key management personnel include the Board of Directors and members of the Company’s executive team that have authority and
responsibility for planning, directing and controlling the activities of the Company.
Key management personnel compensation is comprised of:
($ in millions)
Salary, bonus and other short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015
$
$
9.6
1.9
1.5
6.1
$
19.1
$
17.9
1.3
–
14.3
33.5
Indemnities
The Company has agreed to indemnify its directors, officers and particular employees in accordance with the Company’s policies.
The Company maintains insurance policies that may provide coverage against certain claims.
CONTINGENCIES
There are various claims and litigation, with which the Company is involved, arising out of the ordinary course of business
operations. The Company’s management does not consider the exposure to such litigation to be material, although this cannot
be predicted with certainty.
In the ordinary course of business, the Company is subject to ongoing audits by tax authorities. While the Company believes
that its tax filing positions are appropriate and supportable, from time to time certain matters are reviewed and challenged by
the tax authorities.
RISK MANAGEMENT
Through its operating companies and its equity-accounted investments, Empire is exposed to a number of risks in the normal
course of business that have the potential to affect operating performance. The Company has adopted an annual enterprise risk
management assessment which is overseen by the Company’s Executive Committee and reported to the Board of Directors and
Committees of the Board. The enterprise risk management framework sets out principles and tools for identifying, evaluating,
prioritizing and managing risk effectively and consistently across the Company.
Competition
Empire’s Food retailing business, Sobeys, operates in a dynamic and competitive market. Other national and regional food
distribution companies, along with non traditional competitors, such as mass merchandisers and warehouse clubs, represent a
competitive risk to Sobeys’ ability to attract customers and operate profitably in its markets.
Sobeys maintains a strong national presence in the Canadian retail food and food distribution industry, operating in over 900
communities in Canada. The most significant risk to Sobeys is the potential for reduced revenues and profit margins as a result of
increased competition. A failure to maintain geographic diversification to reduce the effects of localized competition could have
an adverse impact on Sobeys’ operating margins and results of operations. To successfully compete, Sobeys believes it must be
customer and market-driven, be focused on superior execution and have efficient, cost-effective operations. It also believes it
must invest in its existing store network, as well as its merchandising, marketing and operational execution, to evolve its strategic
platform to better meet the needs of consumers looking for more affordable, better food options. The Company further believes
it must invest in merchandising initiatives to better forecast and respond to changing consumer trends. Any failure to successfully
execute in these areas could have a material adverse impact on Sobeys’ financial results.
54
management’s discussion and analysisempire company limited
Empire’s real estate operations, through its investment in Crombie REIT, compete with numerous other managers and owners
of real estate properties in seeking tenants and new properties to acquire. The existence of competing managers and owners
could affect their ability to: (i) acquire property in compliance with their investment criteria; (ii) lease space in their properties; and
(iii) maximize rents charged and minimize concessions granted. Commercial property revenue is also dependent on the renewal of
lease arrangements by key tenants. These factors could adversely affect the Company’s financial results and cash flows. A failure by
Crombie REIT to maintain strategic relationships with developers to ensure an adequate supply of prospective attractive properties
or to maintain strategic relationships with existing and potential tenants to help achieve high occupancy levels at each of its
properties could adversely affect the Company.
Genstar faces competition from other residential land developers in securing attractive sites for new residential lot development.
Although Genstar holds land for future development, it faces significant competition when looking to acquire new land for future
development. To mitigate this risk, Genstar maintains a geographically diverse inventory of well located land for development to
alleviate periods of intense competition for the acquisition of new land. In addition, Genstar management has intimate knowledge
of the residential markets where Genstar operates and in markets where it seeks new land investments.
Product Safety and Security
Sobeys is subject to potential liabilities connected with its business operations, including potential liabilities and expenses
associated with product defects, food safety and product handling, including pharmaceuticals. Such liabilities may arise in
relation to the storage, distribution and display of products and, with respect to Sobeys’ private label products, in relation to
the production, packaging and design of products.
A large majority of Sobeys’ sales are generated from food products and Sobeys could be vulnerable in the event of a significant
outbreak of food-borne illness or increased public health concerns in connection with certain food products. Such an event
could materially affect Sobeys’ financial performance. Procedures are in place to manage food crises, should they occur.
These procedures are intended to identify risks, provide clear communication to employees and consumers and ensure that
potentially harmful products are removed from sale immediately. Food safety related liability exposures are insured by the
Company’s insurance program. In addition, Sobeys has food safety procedures and programs which address safe food handling
and preparation standards. However, there can be no assurance that such measures will prevent the occurrence of any such
contamination, and insurance may not be sufficient to cover any resulting financial liability or reputational harm.
Human Resources
A significant percentage of the Company’s store and distribution centre workforce, particularly in Western Canada, is unionized.
While overall the Company has and works to maintain good relationships with its employees and unions, the renegotiation of
collective agreements always presents the risk of labour disruption. The Company has consistently stated it will accept the
short-term costs of labour disruption to support a commitment to building and sustaining a competitive cost structure for the long
term. Any prolonged or widespread work stoppages or other labour disputes could have an adverse impact on the Company’s
financial results.
Effective leadership is very important to the growth and continued success of the Company. The Company develops and delivers
training programs at all levels across its various operating regions in order to improve employee knowledge and to better serve its
customers. The ability of the Company to properly develop, train and retain its employees with the appropriate skill set could affect
the Company’s future performance.
There is always a risk associated with the loss of key personnel. Succession plans have been identified for key roles including the
depth of management talent throughout the Company and its subsidiaries; these plans are overseen by the Human Resources
Committee and reviewed at least annually by the Board of Directors.
Workplace health and safety is a top priority for the Company, which has robust programs and reporting mechanisms in place
designed to ensure regulatory compliance and mitigate the risks associated with workplace injury and illness.
Operations
The success of Empire is closely tied to the performance of Sobeys’ network of retail stores. Franchisees and affiliates operate
approximately 52 percent of Sobeys’ retail stores. Sobeys relies on its franchisees, affiliates and corporate store management to
successfully execute retail strategies and programs.
55
management’s discussion and analysis2016 annual report To maintain controls over Sobeys’ brands and the quality and range of products and services offered at its stores, franchisees
and affiliates agree to purchase merchandise from Sobeys. In addition, each store agrees to comply with the policies, marketing
plans and operating standards prescribed by Sobeys. These obligations are specified under franchise and operating agreements
which expire at various times for individual franchisees and affiliates. Despite these franchise and operating agreements, Sobeys
may have limited ability to control a franchisees’ and affiliates’ business operations. A breach of these franchise and operating
agreement or operational failures by a significant number of franchisees and affiliates may adversely affect Sobeys’ reputation
and financial performance.
Technology
Sobeys operates extensive and complex information technology systems that are vital to the successful operation of its business
and marketing strategies. Any interruption to these systems or the information collected by them would have a significant adverse
impact on the Company, its operations and its financial results.
The Company and each of its operating companies are committed to improving their operating systems, tools and procedures in
order to become more efficient and effective. The implementation of major information technology projects carries with it various
risks, including the risk of realization of benefits, that must be mitigated by disciplined change management and governance
processes. Sobeys has a business process optimization team staffed with knowledgeable internal resources (supplemented by
external resources as needed) that is responsible for implementing the various initiatives.
Information Management
The integrity, reliability and security of information in all its forms is critical to the Company’s daily and strategic operations.
Inaccurate, incomplete or unavailable information or inappropriate access to information could lead to incorrect financial and/or
operational reporting, poor decisions, privacy breaches or inappropriate disclosure or leaks of sensitive information. Gathering
and analyzing information regarding customers’ purchasing preferences is an important part of the Company’s strategy to attract
and retain customers and effectively compete. Any failure to maintain privacy of customer information or to comply with applicable
privacy laws or regulations could adversely affect the Company’s reputation, competitive position and results of operations.
Information management is identified as a risk in its own right, separate from the technology risk. The Company recognizes
that information is a critical enterprise asset. Currently, the information management risk is being managed at the regional and
national levels through the development of policies and procedures pertaining to security access, system development, change
management and problem and incident management.
Supply Chain
The Company is exposed to potential supply chain disruptions and errors that could result in obsolete merchandise or an excess
or shortage of merchandise in its retail store network. A failure to implement and maintain effective supplier selection and
procurement practices could adversely affect Sobeys’ ability to deliver desired products to customers and adversely affect the
Company’s ability to attract and retain customers. A failure to maintain an efficient supply and logistics chain may adversely affect
Sobeys’ ability to sustain and meet growth objectives and maintain margins.
Product Costs
Sobeys is a significant purchaser of food product which is at risk of cost inflation given rising commodity prices and other costs of
production to food manufacturers. Should rising costs of product materialize in excess of expectations and should Sobeys not be
able to offset such cost inflation through higher retail prices or other cost savings, there could be a negative impact on sales and
margin performance.
Economic Environment
Management continues to closely monitor economic conditions, including foreign exchange rates, interest rates, inflation,
employment rates and capital markets. Management believes that although a weakening economy has an impact on all businesses
and industries, the Company has an operational and capital structure that is sufficient to meet its ongoing business requirements.
56
management’s discussion and analysisempire company limited Liquidity Risk
The Company’s business is dependent in part on having access to sufficient capital and financial resources to fund its growth
activities and investment in operations. Any failure to maintain adequate financial resources could impair the Company’s growth or
ability to satisfy financial obligations as they come due. The Company actively maintains committed credit facilities to ensure that it
has sufficient available funds to meet current and foreseeable future financial requirements. The Company monitors capital markets
and the related economic conditions and maintains access to debt capital markets for long term debt issuances as deemed prudent
in order to minimize risk and optimize pricing. However, there can be no assurance that adequate capital resources will be available
in the future on acceptable terms or at all.
Interest Rate Fluctuation
The Company’s long-term debt objective is to maintain the majority of its debt at fixed interest rates. Any increase in the applicable
interest rates could increase interest expense and have a material adverse effect on the Company’s cash flow and results of
operations. There can be no assurance that risk management strategies, if any, undertaken by the Company will be effective.
Business Continuity
The Company may be subject to unexpected events and natural hazards, including severe weather events, interruption of utilities
and infrastructure or occurrence of pandemics, which could cause sudden or complete cessation of its day to day operations. The
Company has worked with industry and government sources to develop preparedness plans. However, no such plan can eliminate
the risks associated with events of this magnitude. Any failure to respond effectively or appropriately to such events could adversely
affect the Company’s operations, reputation and financial results.
Insurance
The Company and its subsidiaries are self-insured on a limited basis with respect to certain operational risks and also purchase
excess insurance coverage from financially stable third party insurance companies. In addition to maintaining comprehensive loss
prevention programs, the Company maintains management programs to mitigate the financial impact of operational risks. Such
programs may not be effective to limit the Company’s exposure to these risks, and to the extent that the Company is self-insured
or liability exceeds applicable insurance limits, the Company’s financial position could be adversely affected.
Ethical Business Conduct
Any failure of the Company to adhere to its policies, the law or ethical business practices could significantly affect its reputation
and brands and could therefore negatively impact the Company’s financial performance. The Company’s framework for managing
ethical business conduct includes the adoption of a Code of Business Conduct and Ethics which directors and employees of the
Company are required to acknowledge and agree to on a regular basis and the Company maintains an anonymous, confidential
whistle blowing hotline. There can be no assurance that these measures will be effective to prevent violations of law or ethical
business practices.
Environmental
The Company operates its business locations across the country, including numerous fuel stations. Each of these sites has the
potential to experience environmental contamination or other issues as a result of the Company’s operations or the activities of
third parties, including neighbouring properties.
When environmental issues are identified, any required environmental site remediation is completed using appropriate, qualified
internal and external resources. The Company may be required to absorb all costs associated with such remediation, which may
be substantial.
Sobeys’ retail fuel locations operate underground storage tanks. Environmental contamination resulting from leaks or damages
to these tanks is possible. To mitigate this environmental risk, Sobeys engages in several monitoring procedures, as well as risk
assessment activities, to minimize potential environmental hazards.
These activities mitigate but do not eliminate the Company’s environmental risk, and as such, along with the risk of changes to
existing environmental protection regulatory requirements, there remains exposure for negative financial and operational impacts
to the Company in future years.
57
management’s discussion and analysis2016 annual report Occupational Health and Safety
The Company has developed programs to promote a healthy and safe workplace, as well as progressive employment policies
focused on the well-being of the thousands of employees who work in its stores, distribution centres and offices. These policies
and programs are reviewed regularly by the Human Resources Committee of the Board of Directors.
Real Estate
The Company utilizes a capital allocation process which is focused on obtaining the most attractive real estate locations for its retail
stores, as well as for its commercial property and residential development operations, with direct or indirect Company ownership
being an important, but not overriding, consideration. The Company develops certain retail store locations on owned sites;
however, the majority of its store development is done in conjunction with external developers. The availability of high potential
new store sites and the ability to expand existing stores are therefore in large part contingent upon the successful negotiation of
operating leases with these developers and the Company’s ability to purchase high potential sites.
Legal, Taxation and Accounting
Changes to any of the various federal and provincial laws, rules and regulations related to the Company’s business could have a
material impact on its financial results. Compliance with any proposed changes could also result in significant cost to the Company.
Failure to fully comply with various laws and rules and regulations may expose the Company to proceedings which may materially
affect its performance.
Similarly, income tax regulations and/or accounting pronouncements may be changed in ways which could negatively affect the
Company. The Company mitigates the risk of not being in compliance with the various laws and rules and regulations by monitoring
for newly adopted activities, improving technology systems and controls, improving internal controls to detect and prevent errors
and overall, application of more scrutiny to ensure compliance. In the ordinary course of business, the Company is subject to
ongoing audits by tax authorities. While the Company believes that its tax filing positions are appropriate and supportable, from
time to time certain matters are reviewed and challenged by the tax authorities.
Utility and Fuel Prices
The Company is a significant consumer of electricity, other utilities and fuel. The costs of these items have been subject to
significant volatility. Unanticipated cost increases in these items could negatively affect the Company’s financial performance. A
failure to maintain effective consumption and procurement programs could adversely affect the Company’s financial results. In
addition, Sobeys operates a large number of fuel stations. Significant increases in wholesale prices or availability could adversely
affect operations and financial results of the fuel retailing business.
Credit Rating
There can be no assurance that the credit ratings assigned to the various debt instruments issued by Sobeys will remain in effect for
any given period of time or that the rating will not be lowered, withdrawn or revised by DBRS or S&P at any time. Real or anticipated
changes in credit ratings can affect the cost at which Sobeys can access the capital markets. The likelihood that Sobeys’ creditors
will receive payments owing to them will depend on the Sobeys’ financial health and creditworthiness. Credit ratings assigned by
a ratings agency provide an opinion of that ratings agency on the risk that an issuer will fail to satisfy its financial obligations in
accordance with the terms under which an obligation has been issued. Receipt of a credit rating provides no guarantee of Sobeys’
future creditworthiness.
Foreign Currency
The Company conducts the majority of its operating business in CAD and its foreign exchange risk is mainly limited to currency
fluctuations between the CAD, the Euro and the USD. USD purchases of products represent approximately 5.8 percent of
Sobeys’ total annual purchases, and Euro purchases are primarily limited to specific contracts for capital expenditures. A failure
to adequately manage the risk of exchange rate changes could adversely affect the Company’s financial results.
Capital Allocation
It is important that capital allocation decisions result in an appropriate return on capital. The Company has a number of strong
mitigation strategies in place regarding the allocation of capital, including the Board of Directors’ review of significant capital
allocation decisions.
58
management’s discussion and analysisempire company limited Seasonality
The Company’s operations as they relate to food, specifically inventory levels, sales volume and product mix, are impacted to some
degree by certain holiday periods in the year.
Foreign Operations
The Company has certain foreign operations. The Company’s foreign operations are limited to a produce sourcing operation and
residential real estate partnerships based in the United States.
Drug Regulation
The Company currently operates 348 in-store pharmacies and 75 freestanding pharmacies that are subject to risks associated with
changes to federal and provincial legislation governing the sale of prescription drugs. Legislated changes to generic prescription
drug prices and dispensing fees, which vary province by province, continued to impact the Company in fiscal 2016. In addition to
provincial plan changes, third-parties continue to advocate for changes to generic drug legislation in order to reduce drug plan
costs. Changes to legislation affecting generic prescription drug prices, reimbursement rates for generic drugs, manufacturer
allowance funding and dispensing fees are expected to continue the downward pressure on prescription drug sales. The Company
will continue to identify opportunities to mitigate the negative impact these changes have on financial performance.
Pension Plans
The Company has certain retirement benefit obligations under its registered defined benefit plans. New regulations and market
driven changes may result in changes in discount rates and other variables which could result in the Company being required to
make contributions that differ from estimates, which could have an adverse affect on the financial performance of the Company.
The Company participates in various multi-employer pension plans, providing pension benefits to unionized employees pursuant
to provisions in collective bargaining agreements. Approximately 16 percent of the employees of Sobeys and its franchisees and
affiliates participate in these plans. The responsibility of Sobeys, its franchisees and affiliates to make contributions to these plans
is limited to the amounts established in the collective bargaining agreements; and other associated agreements, however poor
performance of these plans could have a negative effect on the participating employees or could result in changes to the terms
and conditions of participation in these plans, which in turn could negatively affect the financial performance of the Company.
Leverage Risk
The Company’s degree of leverage, particularly since the draw of credit facilities to complete the Canada Safeway acquisition,
could have adverse consequences for the Company. These include limiting the Company’s ability to obtain additional financing
for working capital and activities such as capital expenditures, product development, debt service requirements, and acquisitions.
Higher leveraging restricts the Company’s flexibility and discretion to operate its business by limiting the Company’s ability to
declare dividends due to having to dedicate a portion of the Company’s cash flows from operations to the payment of interest
on its existing indebtedness. Utilizing cash flows for interest payments also limits capital available for other purposes including
operations, capital expenditures and future business opportunities. Increased levels of debt expose the Company to increased
interest expense on borrowings at variable rates thereby limiting the Company’s ability to adjust to changing market conditions.
This could place the Company at a competitive disadvantage compared to its competitors that have less debt, by making the
Company vulnerable during downturns in general economic conditions and limiting the Company’s ability to make capital
expenditures that are important to its growth and strategies.
Integration of the Combined Business
The integration of the Canada Safeway operations into the Company has presented significant challenges, and management may
be unable to complete the integration smoothly, or successfully, in a timely manner or without spending significant amounts of
money. It is possible that the continuing execution of the integration process could result in further disruption of the respective
ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of
management to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits of
the Canada Safeway acquisition.
59
management’s discussion and analysis2016 annual report The completion of the integration of the acquired business requires the dedication of substantial effort, time and resources on the
part of management, which may divert management’s focus and resources from other strategic opportunities and from operational
matters during this process. There can be no assurance that management will be able to completely integrate the operations
of each of the businesses successfully or achieve all of the synergies or other benefits that were anticipated as a result of the
Canada Safeway acquisition. The extent to which synergies are realized and the timing of such cannot be assured. Any inability of
management to successfully integrate the operations of the Company and Canada Safeway could have a further material adverse
effect on the business, financial condition and results of operations of the Company.
SUBSEQUENT EVENTS
Subsequent to May 7, 2016, Sobeys entered into an agreement with Crombie REIT to sell and leaseback a portfolio of 19 retail
properties and a 50 percent interest in each of its three automated distribution centres, as well as the sale of two parcels of
development land owned by Empire. Crombie REIT will also invest approximately $58.8 million in renovations or expansions of
10 Sobeys retail locations already in Crombie REIT’s portfolio. The transaction was approved on June 28, 2016 by the unitholders
of Crombie REIT, excluding Empire and its affiliates, and is subject to regulatory approval. See the “Significant Items” section of
this MD&A for further information.
Subsequent to May 7, 2016, Sobeys sold and leased back a property from a third party. Cash proceeds received on the sale was
$24.0 million, resulting in a pre-tax gain of $1.1 million.
DESIGNATION FOR ELIGIBLE DIVIDENDS
“Eligible dividends” receive favourable treatment for income tax purposes. To be considered an eligible dividend, a dividend must
be designated as such at the time of payment.
Empire has, in accordance with the administrative position of CRA, included the appropriate language on its website to designate
the dividends paid by Empire as eligible dividends unless otherwise designated.
NON-GAAP FINANCIAL MEASURES & FINANCIAL METRICS
There are measures and metrics included in this MD&A that do not have a standardized meaning under GAAP and therefore
may not be comparable to similarly titled measures presented by other publicly traded companies. Management believes that
certain of these measures and metrics, including gross profit and EBITDA, are important indicators of Empire’s ability to generate
liquidity through operating cash flow to fund future working capital requirements, service outstanding debt, and fund future capital
expenditures and uses these metrics for these purposes.
In addition, management adjusts measures and metrics, including EBITDA and net (loss) earnings in an effort to provide investors
and analysts with a more comparable year-over-year performance metric than the basic measure, by excluding certain items. These
items could impact the analysis of trends in performance and affect the comparability of our financial results. By excluding these
items, management is not implying they are non-recurring.
Financial Measures
The intent of Non-GAAP Financial Measures is to provide additional useful information to investors and analysts. Non-GAAP
Financial Measures should not be considered in isolation or used as a substitute for measures of performance prepared in
accordance with GAAP. The Company’s definitions of the non-GAAP terms included in this MD&A are as follows:
• Gross profit is calculated as sales less cost of sales.
•
Earnings before interest, taxes, depreciation and amortization (“EBITDA”), is calculated as net (loss) earnings, before finance
costs (net of finance income), income tax expense (recovery), depreciation, and amortization of intangibles. The exclusion of
depreciation and amortization of intangibles partially eliminates the non-cash impact from operating (loss) income.
60
management’s discussion and analysisempire company limited The following table reconciles GAAP measures to EBITDA:
($ in millions)
Net (loss) earnings
Income tax (recovery) expense
Finance costs, net
Operating (loss) income
Depreciation
Amortization of intangibles
EBITDA
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015(1)
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015(1)
$
$
(939.8)
(256.7)
36.3
(1,160.2)
90.9
22.1
$
58.7
22.9
34.3
115.9
99.4
21.0
$
(2,114.6)
(441.3)
137.4
(2,418.5)
384.8
89.0
436.9
150.4
155.1
742.4
397.8
84.7
$
(1,047.2)
$
236.3
$
(1,944.7)
$
1,224.9
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
•
Adjusted EBITDA is EBITDA excluding certain items to better analyze trends in performance. These adjustments result in
a truer economic representation on a comparative basis. The Company no longer adjusts for items that are insignificant to
current period results or the comparative period. Adjusted EBITDA is reconciled to EBITDA in its respective subsection of the
“Management’s Explanation of Consolidated Operating Results”, “Food retailing” and “Investments and other operations”
sections of this MD&A.
•
Interest expense is calculated as interest expense on financial liabilities measured at amortized cost plus losses on cash flow
hedges reclassified from other comprehensive income. Management believes that interest expense represents a true measure
of the Company’s debt service expense, without the offsetting total finance income.
The following table reconciles GAAP measures to interest expense:
($ in millions)
Finance costs, net
Plus: finance income
Plus: fair value (losses) gains on forward contracts
Less: net pension finance costs
Less: accretion expense on provisions
Interest expense
Interest expense on financial liabilities measured at amortized cost
Losses on cash flow hedges reclassified from other comprehensive income
Interest expense
14 Weeks
Ended
May 7, 2016
13 Weeks
Ended
May 2, 2015(1)
53 Weeks
Ended
May 7, 2016
52 Weeks
Ended
May 2, 2015(1)
$
$
$
$
36.3
1.6
(0.6)
(3.0)
(4.7)
29.6
29.6
–
29.6
$
$
$
$
34.3
0.8
(0.1)
(2.7)
(1.9)
30.4
30.2
0.2
30.4
$
$
$
$
137.4
3.3
(0.2)
(12.4)
(14.1)
114.0
113.8
0.2
114.0
$
$
$
$
155.1
2.6
0.5
(12.0)
(8.9)
137.3
136.7
0.6
137.3
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
•
•
Adjusted net earnings are net (loss) earnings, net of non-controlling interest, excluding certain items to better analyze trends in
performance and financial results. These adjustments result in a truer economic representation of the underlying business on a
comparative basis. The Company no longer adjusts for items that are insignificant to current period results or the comparative
period. Adjusted net earnings is reconciled in its respective subsection of the “Management’s Explanation of Consolidated
Operating Results”, “Food retailing” and “Investments and other operations” sections of this MD&A.
Free cash flow is calculated as cash flows from operating activities, plus proceeds on disposal of property, equipment and
investment property, less property, equipment and investment property purchases. Management uses free cash flow as a
measure to assess the amount of cash available for debt repayment, dividend payments and other investing and financing
activities. Free cash flow is reconciled to GAAP measures as reported on the consolidated statements of cash flows in the
“Free Cash Flow” section of this MD&A.
•
Funded debt is all interest bearing debt, which includes bank loans, bankers’ acceptances and long-term debt. Management
believes that funded debt represents the best indicator of the Company’s total financial obligations on which interest payments
are made.
61
management’s discussion and analysis2016 annual report
•
Net funded debt is calculated as funded debt less cash and cash equivalents. Management believes that the deduction of
cash and cash equivalents from funded debt represents a more accurate measure of the Company’s financial obligations after
100 percent of cash and cash equivalents are applied against the total obligation.
• Total capital is calculated as funded debt plus shareholders’ equity, net of non-controlling interest.
• Net total capital is total capital less cash and cash equivalents.
The following tables reconcile the Company’s funded debt, net funded debt, net total capital and total capital to GAAP measures
as reported on the balance sheets as at May 7, 2016, May 2, 2015 and May 3, 2014, respectively:
($ in millions)
Long-term debt due within one year
Long-term debt
Funded debt
Less: cash and cash equivalents
Net funded debt
Total shareholders’ equity, net of non-controlling interest
Net total capital
($ in millions)
Funded debt
Total shareholders’ equity, net of non-controlling interest
Total capital
May 7, 2016
May 2, 2015(1)
May 3, 2014(1)(2)
$
341.4
2,011.5
$
2,352.9
(264.7)
2,088.2
3,621.0
53.9
2,230.2
2,284.1
(295.9)
1,988.2
5,983.8
$
218.0
3,275.8
3,493.8
(429.3)
3,064.5
5,700.5
$ 5,709.2
$
7,972.0
$
8,765.0
May 7, 2016
May 2, 2015
May 3, 2014
$ 2,352.9
3,621.0
$
2,284.1
5,983.8
$
3,493.8
5,700.5
$ 5,973.9
$
8,267.9
$
9,194.3
(1) Amounts have been reclassified to correspond to the current period presentation on the consolidated balance sheets.
(2) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of the fiscal 2015 annual MD&A.
Financial Metrics
The intent of the following Non-GAAP Financial Metrics is to provide additional useful information to investors and analysts.
Management uses financial metrics for decision making, internal reporting, budgeting and forecasting. The Company’s definitions
of the metrics included in this MD&A are as follows:
• Same-store sales are sales from stores in the same location in both reporting periods.
•
Gross margin is gross profit divided by sales. Management believes that gross margin is an important indicator of cost control
and can help management, analysts and investors assess the competitive landscape and promotional environment of the
industry in which the Company operates. An increasing percentage indicates lower cost of sales as a percentage of sales.
•
Return on equity, as reported by Sobeys, is net earnings for the year attributable to owners of the parent, divided by average
shareholders’ equity.
•
Interest coverage is calculated as operating (loss) income divided by interest expense.
• Funded debt to total capital ratio is funded debt divided by total capital.
•
•
•
Net funded debt to net total capital ratio is net funded debt divided by net total capital. Management believes that funded debt
to total capital ratio and net funded debt to net total capital ratios represent measures upon which the Company’s changing
capital structure can be analyzed over time. Increasing ratios would indicate that the Company is using an increasing amount
of debt in its capital structure to fund its operations.
Funded debt to EBITDA ratio is funded debt divided by trailing four-quarter EBITDA. Management uses this ratio to partially
assess the financial condition of the Company. An increasing ratio would indicate that the Company is utilizing more debt per
dollar of EBITDA generated.
EBITDA to interest expense ratio is trailing four-quarter EBITDA divided by trailing four-quarter interest expense. Management
uses this ratio to partially assess the coverage of its interest expense on financial obligations. An increasing ratio would indicate
that the Company is generating more EBITDA per dollar of interest expense, resulting in greater interest coverage.
•
Book value per common share is shareholders’ equity, net of non-controlling interest, divided by total common shares outstanding.
62
management’s discussion and analysisempire company limited
The following table shows the calculation of Empire’s book value per common share as at May 7, 2016, May 2, 2015 and May 3, 2014.
($ in millions, except per share information)
Shareholders’ equity, net of non-controlling interest
Shares outstanding (basic)
Book value per common share
May 7, 2016
May 2, 2015
May 3, 2014
$ 3,621.0
271.7
$
13.33
$
$
5,983.8
277.0
21.60
$
$
5,700.5
276.9
20.59
Additional financial information relating to Empire, including the Company’s Annual Information Form, can be found on the
Company’s website www.empireco.ca or on the SEDAR website for Canadian regulatory filings at www.sedar.com.
Approved by Board of Directors: June 28, 2016
Stellarton, Nova Scotia, Canada
63
management’s discussion and analysis2016 annual report
Consolidated Financial Statements
Table of Contents
Management’s Statement of Responsibility for Financial Reporting
Independent Auditor’s Report
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of (Loss) Earnings
Consolidated Statements of Comprehensive (Loss) Income
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
65
66
67
67
68
69
70
71
72
64
64
e m p i r e c o m pa n y l i m i t e d
empire company limited Management’s Statement of Responsibility
for Financial Reporting
Preparation of the consolidated financial statements accompanying this annual report and the presentation of all other information
in the report is the responsibility of management. The consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards or Generally Accepted Accounting Principles and reflect management’s best
estimates and judgments. All other financial information in the report is consistent with that contained in the consolidated
financial statements.
Management of the Company has established and maintains a system of internal control that provides reasonable assurance as
to the integrity of the consolidated financial statements, the safeguarding of Company assets, and the prevention and detection
of fraudulent financial reporting.
The Board of Directors, through its Audit Committee, oversees management in carrying out its responsibilities for financial
reporting and systems of internal control. The Audit Committee, which is chaired by and composed solely of directors who are
unrelated to, and independent of, the Company, meet regularly with financial management and external auditors to satisfy itself
as to reliability and integrity of financial information and the safeguarding of assets. The Audit Committee reports its findings to
the Board of Directors for consideration in approving the annual consolidated financial statements to be issued to shareholders.
The external auditors have full and free access to the Audit Committee.
signed “Rob Dexter”
signed “François Vimard”
Marc Poulin
President and
Chief Executive Officer
June 28, 2016
François Vimard
Chief Financial and
Administrative Officer
June 28, 2016
65
2016 annual report Independent Auditor’s Report
TO THE SHAREHOLDERS OF EMPIRE COMPANY LIMITED
We have audited the accompanying consolidated financial statements of Empire Company Limited, which comprise the
consolidated balance sheet as at May 7, 2016 and the consolidated statements of (loss) earnings, comprehensive (loss) income,
changes in shareholders’ equity, and cash flows for the 53-week period then ended, and the related notes, which comprise a
summary of significant accounting policies and other explanatory information.
MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our
audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Empire
Company Limited as at May 7, 2016 and its financial performance and its cash flows for the 53-week period then ended in
accordance with International Financial Reporting Standards.
OTHER MATTER
The financial statements of Empire Company Limited for the 52-week period ended May 2, 2015 were audited by another auditor
who expressed an unmodified opinion on those statements on June 24, 2015.
signed “PricewaterhouseCoopers LLP”
Chartered Accountants
Halifax, Canada
June 28, 2016
66
empire company limited Consolidated Balance Sheets
As At
(in millions of Canadian dollars)
ASSETS
Current
Cash and cash equivalents
Receivables
Inventories (Note 4)
Prepaid expenses
Loans and other receivables (Note 5)
Income taxes receivable
Assets held for sale (Note 6)
Loans and other receivables (Note 5)
Investments
Investments, at equity (Note 7)
Other assets (Note 8)
Property and equipment (Note 9)
Investment property (Note 10)
Intangibles (Note 11)
Goodwill (Note 12)
Deferred tax assets (Note 13)
LIABILITIES
Current
Accounts payable and accrued liabilities
Income taxes payable
Provisions (Note 14)
Long-term debt due within one year (Note 15)
Provisions (Note 14)
Long-term debt (Note 15)
Other long-term liabilities (Note 16)
Employee future benefits (Note 17)
Deferred tax liabilities (Note 13)
SHAREHOLDERS’ EQUITY
Capital stock (Note 18)
Contributed surplus
Retained earnings
Accumulated other comprehensive income
Non-controlling interest
May 7, 2016
May 2, 2015
$
264.7
489.4
1,287.3
117.3
26.4
11.9
407.1
2,604.1
93.5
24.7
574.9
42.8
3,144.7
82.9
911.5
962.2
646.2
$
295.9
499.7
1,260.6
120.5
24.8
18.9
47.8
2,268.2
88.5
25.1
577.8
48.4
3,500.4
104.2
938.0
3,799.2
110.9
$ 9,087.5
$ 11,460.7
$
$ 2,173.1
21.2
174.9
341.4
2,710.6
131.7
2,011.5
108.7
336.8
108.1
2,264.9
40.9
122.1
53.9
2,481.8
142.9
2,230.2
106.9
351.1
110.9
5,407.4
5,423.8
2,045.1
22.5
1,543.5
9.9
2,109.4
8.2
3,859.9
6.3
3,621.0
5,983.8
59.1
53.1
3,680.1
6,036.9
$ 9,087.5
$ 11,460.7
See accompanying notes to the consolidated financial statements.
On Behalf of the Board
signed “Rob Dexter”
signed “Marc Poulin”
Director
Director
67
2016 annual report
Consolidated Statements of (Loss) Earnings
53 and 52 Weeks Ended
(in millions of Canadian dollars, except per share amounts)
Sales
Other (loss) income, net (Note 19)
Share of earnings from investments, at equity (Note 7)
Operating expenses
Cost of sales
Selling and administrative expenses
Impairments of goodwill and long-lived assets (Notes 9 and 12)
Operating (loss) income
Finance costs, net (Note 21)
(Loss) earnings before income taxes
Income tax (recovery) expense (Note 13)
Net (loss) earnings
(Loss) earnings for the year attributable to:
Non-controlling interest
Owners of the Company
(Loss) earnings per share (Note 22)
Basic
Diluted
Weighted average number of common shares outstanding, in millions (Note 22)
Basic
Diluted
See accompanying notes to the consolidated financial statements.
May 7, 2016
May 2, 2015
$ 24,618.8
(10.9)
86.1
$ 23,928.8
98.4
85.7
18,661.2
5,424.2
3,027.1
17,966.7
5,403.8
–
(2,418.5)
137.4
(2,555.9)
(441.3)
$
(2,114.6)
$
16.4
(2,131.0)
$
(2,114.6)
$
$
(7.78)
(7.78)
273.9
274.0
$
$
$
$
$
742.4
155.1
587.3
150.4
436.9
17.9
419.0
436.9
1.51
1.51
277.0
277.2
68
empire company limited
Consolidated Statements of Comprehensive (Loss) Income
53 and 52 Weeks Ended
(in millions of Canadian dollars)
Net (loss) earnings
Other comprehensive income (loss)
Items that will be reclassified subsequently to net (loss) earnings
Unrealized gains (losses) on derivatives designated
as cash flow hedges (net of taxes of $(1.5) (2015 – $1.8))
Reclassification of losses on derivatives designated
as cash flow hedges to net (loss) earnings (net of taxes of $(0.1) (2015 – $(0.2)))
Unrealized (losses) gains on available for sale financial assets (net of taxes of $0.1 (2015 – $ nil))
Share of other comprehensive income of investments, at equity (net of taxes of $(0.4) (2015 – $(0.3)))
Exchange differences on translation of foreign operations (net of taxes of $(2.4) (2015 – $ nil))
Items that will not be reclassified subsequently to net (loss) earnings
Actuarial gains (losses) on defined benefit plans (net of taxes of $(2.8) (2015 – $15.8))
Total comprehensive (loss) income
Total comprehensive (loss) income for the year attributable to:
Non-controlling interest
Owners of the Company
See accompanying notes to the consolidated financial statements.
May 7, 2016
May 2, 2015
$
(2,114.6)
$
436.9
3.8
0.1
(0.3)
1.1
(1.1)
3.6
7.3
$
(2,103.7)
$
16.4
(2,120.1)
$
$
(4.6)
0.4
0.4
1.3
7.8
5.3
(45.3)
396.9
17.9
379.0
$ (2,103.7)
$
396.9
69
2016 annual report
Consolidated Statements of Changes in Shareholders’ Equity
(in millions of Canadian dollars)
Capital Stock
Accumulated
Other
Contributed Comprehensive
Income
Surplus
Total
Attributable
to Owners of
the Company
Retained
Earnings
Non-
controlling
Interest
Total Equity
$ 2,108.6 $
Balance at May 3, 2014
Dividends declared on common shares
Employee share options
Capital transactions with structured entities
Transactions with owners
Net earnings
Other comprehensive loss
Total comprehensive income for the year
–
0.8
–
0.8
–
–
–
5.0 $
–
3.2
–
3.2
–
–
–
1.0 $ 3,585.9 $ 5,700.5 $
–
–
–
–
–
5.3
5.3
(99.7)
–
–
(99.7)
419.0
(45.3)
373.7
(99.7)
4.0
–
(95.7)
419.0
(40.0)
379.0
41.0 $ 5,741.5
(99.7)
4.0
(5.8)
–
–
(5.8)
(5.8)
17.9
–
17.9
(101.5)
436.9
(40.0)
396.9
Balance at May 2, 2015
$ 2,109.4 $
8.2 $
6.3 $ 3,859.9 $ 5,983.8 $
53.1 $ 6,036.9
Dividends declared on common shares
Equity based compensation, net
Redemption of capital stock (Note 18)
Capital transactions with
structured entities
Transactions with owners
Net loss
Other comprehensive income
Total comprehensive loss for the year
–
0.5
(64.8)
–
–
14.3
–
–
(64.3)
14.3
–
–
–
–
–
(109.4)
–
(83.3)
(109.4)
14.8
(148.1)
–
–
–
(109.4)
14.8
(148.1)
–
–
(10.4)
(10.4)
(192.7)
(242.7)
(10.4)
(253.1)
–
–
–
–
–
–
–
3.6
3.6
(2,131.0)
7.3
(2,131.0)
10.9
(2,123.7)
(2,120.1)
16.4
–
16.4
(2,114.6)
10.9
(2,103.7)
Balance at May 7, 2016
$ 2,045.1 $
22.5 $
9.9 $ 1,543.5 $ 3,621.0 $
59.1 $ 3,680.1
See accompanying notes to the consolidated financial statements.
70
empire company limited
Consolidated Statements of Cash Flows
53 and 52 Weeks Ended
(in millions of Canadian dollars)
Operations
Net (loss) earnings
Adjustments for:
Depreciation
Income tax (recovery) expense
Finance costs, net (Note 21)
Amortization of intangibles
Loss (gain) on disposal of assets
Impairment of non-financial assets, net
Impairments of goodwill and long-lived assets (Notes 9 and 12)
Amortization of deferred item
Equity in earnings of other entities, net of distributions received
Employee future benefits
Increase in long-term lease obligation
Decrease in long-term provisions
Stock option plan
Restructuring
Net change in non-cash working capital
Income taxes paid, net
Cash flows from operating activities
Investment
Increase in investments
Property, equipment and investment property purchases
Proceeds on disposal of property, equipment and investment property
Additions to intangibles
Loans and other receivables
Other assets and other long-term liabilities
Business acquisitions (Note 23)
Interest received
Cash flows (used in) from investing activities
Financing
Issue of long-term debt
Debt financing costs
Repayment of long-term debt
Interest paid
Repurchase of Non-Voting Class A shares (Note 18)
Dividends paid, common shares
Non-controlling interest
Cash flows used in financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
See accompanying notes to the consolidated financial statements.
May 7, 2016
May 2, 2015
$
(2,114.6)
$
436.9
384.8
(441.3)
137.4
89.0
42.6
17.6
3,027.1
12.8
9.9
(4.2)
6.7
(25.8)
3.6
–
(132.2)
(116.6)
397.8
150.4
155.1
84.7
(67.0)
1.5
–
12.7
33.3
(2.9)
5.8
(52.5)
4.0
103.0
(14.5)
(90.2)
896.8
1,158.1
(4.0)
(616.5)
142.5
(55.5)
(6.6)
5.6
(90.7)
2.6
(622.6)
716.7
(1.4)
(660.4)
(92.4)
(148.1)
(109.4)
(10.4)
(305.4)
(31.2)
295.9
(40.7)
(497.2)
781.2
(39.8)
(14.4)
(19.0)
(11.7)
1.4
159.8
409.4
(0.9)
(1,635.5)
(118.8)
–
(99.7)
(5.8)
(1,451.3)
(133.4)
429.3
$
264.7
$
295.9
71
2016 annual report
Notes to the Consolidated Financial Statements
May 7, 2016 (in millions of Canadian dollars, except per share amounts)
1. REPORTING ENTITY
Empire Company Limited (“Empire” or the “Company”) is a Canadian company whose key businesses are food retailing and
related real estate. The Company is incorporated in Canada and the address of its registered office of business is 115 King Street,
Stellarton, Nova Scotia, B0K 1S0, Canada. The consolidated financial statements for the period ended May 7, 2016 include the
accounts of Empire, all subsidiary companies, including 100 percent owned Sobeys Inc. (“Sobeys”), and certain enterprises
considered structured entities (“SEs”), where control is achieved on a basis other than through ownership of a majority of voting
rights. Investments in which the Company has significant influence and its joint ventures are accounted for using the equity method.
The Company’s business operations are conducted through its two reportable segments: Food retailing and Investments and
other operations, as further described in Note 26, Segmented Information. The Company’s food retailing business is affected by
seasonality and the timing of holidays. Retail sales are traditionally higher in the Company’s first quarter. The Company’s fiscal year
ends on the first Saturday in May. As a result, the fiscal year is usually 52 weeks but results in a duration of 53 weeks every five to
six years. The years ended May 7, 2016 and May 2, 2015 were 53 and 52 weeks, respectively.
2. BASIS OF PREPARATION
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”
or “GAAP”) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements were authorized for issue by the Board of Directors on June 28, 2016.
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, except the following assets and liabilities which
are stated at their fair value: financial instruments (including derivatives) at fair value through profit and loss (“FVTPL”), financial
instruments classified as available for sale and cash settled stock-based compensation plans. Assets held for sale are stated at the
lower of their carrying amount and fair value less costs to sell.
Use of estimates and judgments
The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that
affect the amounts reported in the consolidated financial statements and accompanying notes. The use of estimates, judgments
and assumptions are interrelated. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The Company has applied judgment in its assessment of the appropriateness of consolidation of SEs, the appropriateness of
equity accounting for its investments in associates and joint ventures, the classification of leases and financial instruments, the level
of componentization of property and equipment, the determination of cash generating units, the identification of indicators of
impairment for property and equipment, investment property, intangible assets and goodwill, the recognition and measurement of
assets acquired and liabilities assumed, and the recognition of provisions.
Estimates, judgments and assumptions that could have a significant impact on the amounts recognized in the consolidated financial
statements are summarized below. Estimates are based on management’s best knowledge of current events and actions the
Company may undertake in the future. Actual results could differ from these estimates.
(a) Inventories
Inventories are valued at the lower of cost and estimated net realizable value. Significant estimation or judgment is required in the
determination of (i) estimated inventory provisions associated with vendor allowances and internal charges; (ii) estimated inventory
provisions due to spoilage and shrinkage occurring between the last physical inventory count and the balance sheet dates; and (iii)
inventories valued at retail and adjusted to cost.
72
empire company limited (b) Impairment
Management assesses impairment of non-financial assets such as investments at equity, goodwill, intangible assets, property and
equipment, and investment property. In assessing impairment, management estimates the recoverable amount of each asset or
cash-generating unit (“CGU”) based on expected future cash flows. When measuring expected future cash flows, management
makes assumptions about future growth of profits which relate to future events and circumstances. Actual results could vary from
these estimated future cash flows. Estimation uncertainty relates to assumptions about future operating results and the application
of an appropriate discount rate. Impairment losses and reversals are disclosed in the consolidated financial statements in Notes 9,
10, 11 and 12.
Goodwill is subject to impairment testing on an annual basis. The Company previously performed its annual assessment of
goodwill impairment during its first quarter, but is transitioning to complete the assessment in its third quarter to better align
with the Company’s budgeting process. However, if indicators of impairment are present, the Company will review goodwill for
impairment when such indicators arise. In addition, at each reporting period, the Company reviews whether there are indicators
that the recoverable amount of long-lived assets may be less than their carrying amount. As a result of operational challenges faced
in Western Canada, primarily under the Safeway banner, and the outcome of the long-lived asset impairment tests, the Company
reviewed goodwill for impairment as at January 30, 2016 and May 7, 2016 (Note 12).
Goodwill and long-lived assets were reviewed for impairment by determining the recoverable amount of each CGU or groups of
CGUs to which the goodwill or long-lived assets relate. Management estimated the recoverable amount of the CGUs based on the
higher of value-in-use (“VIU”) and fair value less costs of disposal (“FVLCD”). The VIU calculations are based on expected future
cash flows. When measuring expected future cash flows, management makes key assumptions about future growth of profits which
relate to future events and circumstances. Estimation uncertainty relates to assumptions about future operating results and the
application of an appropriate discount rate. Actual results could vary from these estimates which may cause significant adjustments
to the Company’s goodwill or long-lived assets in subsequent reporting periods.
(c) Employee future benefits
Accounting for the costs of defined benefit pension plans and other post-employment benefits requires the use of a number of
assumptions. Pension obligations are based on current market conditions and actuarial determined data such as medical cost
trends, mortality rates, and future salary increases. A sensitivity analysis and more detail of key assumptions used in measuring the
pension and post-employment benefit obligations are disclosed in Note 17.
(d) Income taxes
Assumptions are applied when management assesses the timing and reversal of temporary differences and estimates the
Company’s future earnings to determine the recognition of current and deferred income taxes. Judgments are also made by
management when interpreting the tax rules in jurisdictions where the Company operates. Note 13 details the current and deferred
income tax expense and deferred tax assets and liabilities.
(e) Business acquisitions
For business acquisitions, the Company applies judgment on the recognition and measurement of assets acquired and liabilities
assumed, and estimates are utilized to calculate and measure such adjustments. In measuring the fair value of an acquiree’s assets
and liabilities management uses estimates about future cash flows and discount rates. Any measurement changes after initial
recognition would affect the measurement of goodwill.
(f) Provisions
Estimates and assumptions are used to calculate provisions when the Company estimates the expected future cash flows relating to
the obligation and applies an appropriate discount rate.
(g) Supply agreements
The Company has various long-term supply agreements for products, some of which contain minimum volume purchases.
Significant estimation and judgment is required in the determination of (i) future operating results; and (ii) forecasted volumes
purchased. When measuring whether a provision is required based on the expected future cash flows associated with fulfilling
the contract, management makes assumptions which relate to future events and circumstances. Actual results could vary from these
estimated future cash flows.
73
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of consolidation
The financial statements for the Company include the accounts of the Company and all of its subsidiary undertakings drawn up to
the reporting date. Subsidiaries, including SEs, are all entities the Company controls. All subsidiaries have a reporting date within
six weeks of the Company’s reporting date. Where necessary, adjustments have been made to reflect transactions between the
reporting dates of the Company and its subsidiaries.
Control exists when the Company has existing rights that give it the current ability to direct the activities that significantly affect the
entity’s returns. The Company reassesses control on an ongoing basis.
SEs are entities controlled by the Company which were designed so that voting or similar rights are not the dominant factor in
deciding who controls the entity. SEs are consolidated if, based on an evaluation of the substance of its relationship with the
Company, the Company concludes that it controls the SE. SEs controlled by the Company were established under terms that
impose strict limitations on the decision making powers of the SEs management and that results in the Company receiving the
majority of the benefits related to the SEs operations and net assets, being exposed to the majority of risks incident to the SEs
activities, and retaining the majority of the residual or ownership risks related to the SEs or their assets.
All intercompany transactions, balances, income and expenses are eliminated in preparing the consolidated financial statements.
Earnings or losses and other comprehensive income of subsidiaries acquired or disposed of during the period are recognized from
the effective date of acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interest represents the portion of a subsidiary’s earnings and losses and net assets that is not held by the Company.
If losses in a subsidiary applicable to a non-controlling interest exceed the non-controlling interest in the subsidiary’s equity, the
excess is allocated to the non-controlling interest except to the extent that the majority has a binding obligation and is able to cover
the losses.
(b) Business acquisitions
Business acquisitions are accounted for by applying the acquisition method. The acquisition method involves the recognition of the
acquiree’s identifiable assets and liabilities, including contingent liabilities, regardless of whether they were recorded in the financial
statements prior to acquisition. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for
recognition under IFRS 3, “Business Combinations”, are recognized at their fair value at the acquisition date, except for: (i) deferred
tax assets or liabilities and liabilities or assets related to employee benefit arrangements, which are recognized and measured in
accordance with International Accounting Standard (“IAS”) 12, “Income Taxes”, and IAS 19, “Employee Benefits”, respectively; and
(ii) assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, “Non-current Assets Held for Sale and
Discontinued Operations”, which are measured and recognized at fair value less costs to sell. Goodwill arising on acquisition is
recognized as an asset and represents the excess of acquisition cost over the fair value of the Company’s share of the identifiable
net assets of the acquiree at the date of the acquisition. Any excess of identifiable net assets over the acquisition cost is recognized
in net earnings or loss immediately after acquisition. Transaction costs related to the acquisition are expensed as they are incurred.
(c) Foreign currency translation
Assets and liabilities of foreign operations with a different functional currency than the Company are translated at exchange rates
in effect at each reporting period end date. The revenues and expenses are translated at average exchange rates for the period.
Cumulative gains and losses on translation are shown in accumulated other comprehensive income or loss.
Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the foreign currency
exchange rate in effect at each reporting period end date. Non-monetary items are translated at the historical exchange rate at the
date of transaction. Exchange gains or losses arising from the translation of these balances denominated in foreign currencies are
recognized in operating income or loss. Revenues and expenses denominated in foreign currencies are translated into Canadian
dollars at the average foreign currency exchange rate for the period.
(d) Cash and cash equivalents
Cash and cash equivalents are defined as cash and guaranteed investments with a maturity less than 90 days at date of acquisition.
74
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited (e) Inventories
Warehouse inventories are valued at the lower of cost and net realizable value with cost being determined on a weighted average
cost basis. Retail inventories are valued at the lower of cost and net realizable value. Cost is determined using a weighted average
cost using either the standard cost method or retail method. The retail method uses the anticipated selling price less normal profit
margins, on a weighted average cost basis. The cost of inventories is comprised of directly attributable costs and includes the
purchase price plus other costs incurred in bringing the inventories to their present location and condition, such as freight. The
cost is reduced by the value of rebates and allowances received from vendors. The Company estimates net realizable value as
the amount that inventories are expected to be sold taking into consideration fluctuations of retail price due to seasonality less
estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is
not estimated to be recoverable due to obsolescence, damage or permanent declines in selling prices. When circumstances that
previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in retail
selling price, the amount of the write-down previously recorded is reversed. Costs that do not contribute to bringing inventories
to their present location and condition, such as storage and administrative overheads, are specifically excluded from the cost of
inventories and are expensed in the period incurred.
(f) Income taxes
Tax expense recognized in net earnings or loss comprises the sum of deferred income tax and current income tax not recognized in
other comprehensive income or loss.
Current income tax assets and liabilities are comprised of claims from, or obligations to, fiscal authorities relating to the current or
prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable earnings, which differs from net
earnings or loss in the consolidated financial statements. The calculation of current income tax is based on tax rates and tax laws
that have been enacted or substantively enacted at the end of the reporting period.
Deferred income taxes are calculated using the asset and liability method on temporary differences between the carrying amounts
of assets and liabilities and their related tax bases. However, deferred tax is not provided on the initial recognition of goodwill or
on the initial recognition of an asset or liability unless the related transaction is a business acquisition or affects tax or accounting
profit. The deferred tax assets and liabilities have been measured using substantively enacted tax rates that will be in effect when
the amounts are expected to settle. Deferred tax assets are only recognized to the extent that it is probable that they will be able
to be utilized against future taxable income. The assessment of the probability of future taxable income in which deferred tax
assets can be utilized is based on the Company’s latest approved forecast, which is adjusted for significant non-taxable income
and expenses and specific limits to the use of any unused tax loss or credit. If a positive forecast of taxable income indicates
the probable use of a deferred tax asset, especially when it can be used without a time limit, that deferred tax asset is usually
recognized in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties are
assessed individually by management based on the specific facts and circumstances.
Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and
liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as a component of income or
expense in net earnings or loss, except where they relate to items that are recognized in other comprehensive income or loss (such
as the unrealized gains and losses on cash flow hedges) or directly in equity.
(g) Assets held for sale
Certain property and equipment have been listed for sale and reclassified as assets held for sale on the consolidated balance
sheets. These assets are expected to be sold within a twelve month period. Assets held for sale are valued at the lower of carrying
value and fair value less costs to sell.
(h) Investments in associates
Associates are those entities over which the Company is able to exert significant influence but which it does not control and which
are not interests in a joint venture. Control is reassessed on an ongoing basis. Investments in associates are initially recognized at
cost and subsequently accounted for using the equity method.
Acquired investments in associates are also subject to the acquisition method as explained above. However, any goodwill or
fair value adjustment attributable to the Company’s share in the associate is included in the amount recognized as investments
in associates.
75
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report All subsequent changes to the Company’s share of interest in the equity of the associate are recognized in the carrying amount of
the investment. Changes resulting from the earnings or losses generated by the associate are reported within share of earnings
from investments, at equity on the Company’s consolidated statements of earnings or loss. These changes include subsequent
depreciation, amortization or impairment of the fair value adjustments of assets and liabilities.
Changes resulting from earnings of the associate or items recognized directly in the associate’s equity are recognized in earnings or
losses or equity of the Company, as applicable. However, when the Company’s share of losses in an associate equals or exceeds its
interest in the associate, including any unsecured receivables, the Company does not recognize further losses, unless it has incurred
legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports earnings, the
Company resumes recognizing its share of those earnings only after its share of the earnings exceeds the accumulated share of
losses that had previously not been recognized.
Unrealized gains and losses on transactions between the Company and its associates are eliminated to the extent of the Company’s
interest in those entities. Where unrealized losses are eliminated, the underlying asset is also tested for impairment losses from a
Company perspective.
At each reporting period end date, the Company assesses whether there are any indicators of impairment in its investment in
associates. For investments in publicly traded entities, carrying value of the investment is compared to the current market value
of the investment based on its quoted price at the balance sheet date. For entities which are not publicly traded, value-in-use of
the investment is determined by estimating the Company’s share of the present value of the estimated cash flows expected to be
generated by the investee. If impaired, the carrying value of the Company’s investment is written down to its estimated recoverable
amount, being the higher of fair value less cost to sell and value-in-use.
In the process of measuring future cash flows, management makes assumptions about future growth of profits. These assumptions
relate to future events and circumstances. The actual results may vary and may cause significant adjustments to the Company’s
investments in associates in the subsequent financial years.
Each of the associates identified by the Company has a reporting year end of December 31. For purposes of the Company’s
consolidated year end financial statements, each of the associates’ results are included based on financial statements prepared as
at March 31, with any changes occurring between March 31 and the Company’s year end that would materially affect the results
being taken into account.
(i) Investments in joint ventures
Investments in joint ventures are joint arrangements whereby the Company and the other parties to the arrangements have joint
control and therefore have rights to the net assets of the arrangement. Investments in joint ventures are initially recognized at cost
and subsequently accounted for using the equity method.
(j) Financial instruments
Financial instruments are recognized on the consolidated balance sheets when the Company becomes a party to the contractual
provisions of a financial instrument. The Company is required to initially recognize all of its financial assets and liabilities, including
derivatives and embedded derivatives in certain contracts, at fair value. Loans and receivables, held to maturity financial assets and
other financial liabilities are subsequently measured at amortized cost. Derivatives and non-financial derivatives must be recorded
at fair value on the consolidated balance sheets unless they are exempt from derivative treatment based upon expected purchase,
sale or usage requirements.
The Company classifies financial assets and liabilities according to their characteristics and management’s choices and intentions
related thereto for the purpose of ongoing measurements. Classification choices for financial assets include: i) FVTPL – measured at
fair value with changes in fair value recorded in net earnings or loss; ii) held to maturity – recorded at amortized cost with gains and
losses recognized in net earnings or loss in the period that the asset is derecognized or impaired; iii) available for sale – measured at
fair value with changes in fair value recognized in other comprehensive income or loss for the current period until realized through
disposal or impairment; and iv) loans and receivables – recorded at amortized cost with gains and losses recognized in net earnings
or loss in the period that the asset is no longer recognized or impaired. Classification choices for financial liabilities include:
i) FVTPL – measured at fair value with changes in fair value recorded in net earnings or loss and ii) other liabilities – measured at
amortized cost with gains and losses recognized in net earnings or loss in the period that the liability is derecognized.
76
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited The Company’s financial assets and liabilities are generally classified and measured as follows:
Asset/Liability
Cash and cash equivalents
Receivables
Loans and other receivables
Investments
Derivative financial assets and liabilities
Non-derivative other assets
Accounts payable and accrued liabilities
Long-term debt
Classification
Measurement
Loans and receivables
Loans and receivables
Loans and receivables
Available for sale
FVTPL
FVTPL
Other liabilities
Other liabilities
Amortized cost
Amortized cost
Amortized cost
Fair value
Fair value
Fair value
Amortized cost
Amortized cost
All financial assets are reviewed for impairment at each reporting date, except those classified as FVTPL. Loans and receivables are
reviewed for past due balances from independent accounts and based on an evaluation of recoverability net of security assigned
for franchisee or affiliate locations.
Transaction costs other than those related to financial instruments classified as FVTPL, which are expensed as incurred, are added
to or deducted from the fair value of the financial asset or financial liability, as appropriate, on initial recognition and amortized
using the effective interest method.
Fair value determination is classified within a three-level hierarchy, based on observability of significant inputs, as follows: Level 1 –
quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly or indirectly; or Level 3 – unobservable inputs for the asset
or liability. Inputs into the determination of the fair value require management’s judgment or estimation.
If different levels of inputs are used to measure a financial instrument’s fair value, the classification within the hierarchy is based on
the lowest level of input that is significant to the fair value measurement. Changes to valuation methods may result in transfers into
or out of an investment’s assigned level.
A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or if the Company
transfers the financial asset to another party without retaining control or substantially all the risks and rewards of ownership of the
financial asset. A financial liability is derecognized when its contractual obligations are discharged, cancelled or expire.
(k) Hedges
The Company has cash flow hedges which are used to manage exposure to fluctuations in foreign currency exchange, variable
interest rates, and energy prices. For cash flow hedges, the effective portion of the change in fair value of the hedging item is
recorded in other comprehensive income or loss. To the extent the change in fair value of the derivative does not completely offset
the change in fair value of the hedged item, the ineffective portion of the hedging relationship is recorded in net earnings or loss.
Amounts accumulated in other comprehensive income or loss are reclassified to net earnings or loss when the hedged item is
recognized in net earnings or loss. When a hedging instrument in a cash flow hedge expires or is sold, or when a hedge no longer
meets the criteria for hedge accounting, any cumulative gain or loss in accumulated other comprehensive income or loss relating to
the hedge is carried forward until the hedged item is recognized in net earnings or loss. When the hedged item ceases to exist as a
result of its expiry or sale, or if an anticipated transaction is no longer expected to occur, the cumulative gain or loss in accumulated
other comprehensive income or loss is immediately reclassified to net earnings or loss.
Financial derivatives assigned as part of a cash flow hedging relationship are classified as either an other asset or other long-term
liability as required based on their fair value determination.
77
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
Significant derivatives include the following:
(1) Foreign currency forward contracts and foreign currency swaps for the primary purpose of limiting exposure to exchange rate
fluctuations relating to the purchase of goods or expenditures denominated in foreign currencies. Certain of these contracts are
designated as hedging instruments for accounting purposes. Accordingly, the effective portion of the change in the fair value of
the contracts is accumulated in other comprehensive income or loss until the variability in cash flows being hedged is recognized
in earnings or loss in future accounting periods.
(2) Interest rate swaps designated as cash flow hedges to manage variable interest rates associated with some of the Company’s
debt portfolio. Hedge accounting treatment results in interest expense on the related debt being reflected at hedged
rates rather than variable interest rates. Accordingly, the effective portion of the change in the fair value of the contracts is
accumulated in other comprehensive income or loss until the variability in cash flows being hedged is recognized in earnings or
loss in future accounting periods.
(3) Electricity forward contracts for the primary purpose of limiting exposure to fluctuations in the market prices of electricity. These
contracts are designated as hedging instruments for accounting purposes. Accordingly, the effective portion of the change in
fair value of the contracts is accumulated in other comprehensive income or loss until the variability in cash flows being hedged
is recognized in earnings or loss in future accounting periods.
(l) Property and equipment
Owner-occupied land, buildings, equipment, leasehold improvements, and assets under construction are carried at acquisition cost
less accumulated depreciation and impairment losses.
Buildings that are leasehold property are also included in property and equipment if they are classified as a finance lease. Such
assets are depreciated over their expected useful lives (determined by reference to comparable owned assets) or over the term of
the lease, if shorter.
When significant parts of property and equipment have different useful lives, they are accounted for as separate components.
Depreciation is recorded on a straight-line basis from the time the asset is available or when assets under construction become
available for use over the estimated useful lives of the assets as follows:
Buildings
Equipment
Leasehold improvements
10 – 40 years
3 – 20 years
Lesser of lease term and 7 – 20 years
Depreciation has been included within selling and administrative expenses in the consolidated statements of (loss) earnings.
Material residual value estimates and estimates of useful life are reviewed and updated as required, or annually at a minimum.
Gains or losses arising on the disposal of property and equipment are determined as the difference between the disposal proceeds
and the carrying amount of the assets and are recognized in net earnings or loss within other (loss) income, net. If the sale is to a
Company’s investment, at equity, a portion of the gain is deferred and would reduce the carrying value of the investment.
(m) Investment property
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both, rather than
for the principal purpose of the Company’s operating activities. Investment properties are accounted for using the cost model. The
depreciation policies for investment property are consistent with those described for property and equipment.
Any gain or loss arising from the sale of an investment property is immediately recognized in net earnings or loss, unless the sale is
to an investment, at equity, in which case a portion of the gain is deferred and would reduce the carrying value of the Company’s
investment. Rental income and operating expenses from investment property are reported within other (loss) income, net and
selling and administrative expenses, respectively, in the consolidated statements of (loss) earnings.
78
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
(n) Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to
the lessee. All other leases are classified as operating leases.
(i) The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a
straight-line basis over the lease term.
(ii) The Company as lessee
Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease
or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the
consolidated balance sheets as a finance lease obligation in long-term debt.
Lease payments are apportioned between finance charges and reduction of the lease obligation to achieve a constant rate of
interest on the remaining balance of the liability. Finance charges are recognized in net earnings or loss immediately. Contingent
rentals are recognized as expenses in the periods in which they are incurred.
Lease allowances and incentives are recognized as other long-term liabilities. The aggregate benefit of incentives is recognized as a
reduction of rental expense on a straight-line basis over the term of the lease.
Real estate lease expense is amortized on a straight-line basis over the entire term of the lease.
(iii) Sale and leaseback transactions
A sale and leaseback transaction involves the sale of an asset and the leasing back of the same asset. If a sale and leaseback
transaction results in a finance lease for the Company, any excess of sales proceeds over the carrying amount is recognized as
deferred revenue and amortized over the term of the new lease. Any profit or loss in a sale and leaseback transaction resulting
in an operating lease that is transacted at fair value is recognized immediately. If the sale price is above fair value, the excess
over fair value is deferred and amortized over the term of the new lease.
(o) Intangibles
Intangibles arise on the purchase of a new business, existing franchises, software, and the acquisition of pharmacy prescription files.
They are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated
useful lives, as these assets are considered finite. Useful lives are reviewed annually and intangibles are subject to impairment
testing. The following useful lives are applied:
Deferred purchase agreements 5 – 10 years
Franchise rights/agreements
Lease rights
Off market leases
Prescription files
Software
Other
10 years
5 – 10 years
Lesser of lease term and 40 years
15 years
3 – 7 years
5 – 10 years
Amortization has been included within selling and administrative expenses in the consolidated statements of (loss) earnings.
Subsequent expenditures made by the Company relating to intangible assets that do not meet the capitalization criteria are
expensed in the period incurred.
Included in intangibles are brand names, loyalty programs, and private labels, the majority of which have indefinite useful lives.
Intangibles with indefinite useful lives are measured at cost less any accumulated impairment losses. These intangibles are tested
for impairment on an annual basis or more frequently if there are indicators that intangibles may be impaired.
79
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
(p) Goodwill
Goodwill represents the excess of the purchase price of the business acquired over the fair value of the underlying net tangible and
intangible assets acquired at the date of acquisition.
(q) Impairment of non-financial assets
Goodwill and indefinite life intangibles are reviewed for impairment at least annually by assessing the recoverable amount of
each CGU or groups of CGUs to which the goodwill or indefinite life intangible relates. The recoverable amount is the higher of
FVLCD and VIU. When the recoverable amount of the CGU(s) is less than the carrying amount, an impairment loss is recognized
immediately in net earnings or loss. Impairment losses related to goodwill cannot be reversed.
Long-lived tangible and intangible assets are reviewed for impairment when events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable. If such an indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). The recoverable amount is the higher of FVLCD and VIU. Where the
asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the
CGU(s) to which the asset belongs. The Company has determined a CGU to be primarily an individual store. Corporate assets such
as head offices and distribution centres do not individually generate separate cash inflows and are therefore aggregated for testing
with the stores they service. When the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to the recoverable amount. An impairment loss is recognized immediately in net
earnings or loss.
Where an impairment loss subsequently reverses, other than related to goodwill, the carrying amount of the asset (or CGU) is
increased to the revised estimate, but is limited to the carrying amount that would have been determined if no impairment loss had
been recognized in prior years. A reversal of impairment loss is recognized immediately in net earnings or loss.
(r) Customer loyalty programs
The AIR MILES® loyalty program is used by the Company. AIR MILES® are earned by Sobeys customers based on purchases in
stores. The Company pays a per point fee under the terms of the agreement with AIR MILES®.
Previously, the Company utilized a loyalty card program (the “Program”) which allowed members to earn points on their purchases
in certain Sobeys retail stores. Members could redeem these points, in accordance with the Program rewards schedule, for
discounts on future grocery purchases, or purchase products or services. The fair value of loyalty points awarded was accounted
for as a separate element of the sales transaction and recognition of revenue was deferred until the awards were redeemed
after adjustment for the number of points expected never to be redeemed based on the expected future activity. Fair value was
determined by reference to the value for which the points can be redeemed. The deferred revenue relating to the Program was
included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets. During the fourth quarter of
fiscal 2015, the Program ceased with all remaining stores transitioning into the AIR MILES® loyalty program. Customers had the
ability to exchange outstanding points into AIR MILES® with redemptions permitted until June 1, 2015.
(s) Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable
that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the
amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of
the time value of money and the risks specific to the liability, if material. Where discounting is used, the increase in the provision
due to passage of time (“unwinding of the discount”) is recognized within finance costs, net in the consolidated statements of
(loss) earnings.
(t) Borrowing costs
Borrowing costs are primarily comprised of interest on the Company’s debts. Borrowing costs directly attributable to the
acquisition, construction or production of a qualifying asset are capitalized as a component of the cost of the asset to which it is
related. All other borrowing costs are expensed in the period in which they are incurred and are reported within finance costs.
80
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited (u) Deferred revenue
Deferred revenue consists of long-term supplier purchase agreements and gains on sale and leaseback transactions relating to
certain finance leases. Deferred revenue is included in other long-term liabilities and is taken into income on a straight-line basis
over the term of the related agreements.
(v) Employee benefits
(i) Short-term employment benefits
Short-term employee benefits include wages, salaries, compensated absences, profit-sharing and bonuses expected to be settled
within 12 months from the end of the reporting period. Short-term employee benefits are measured on an undiscounted basis and
are recorded as selling and administrative expenses as the related service is provided.
(ii) Post-employment benefits
The cost of the Company’s pension benefits for defined contribution plans are expensed at the time active employees are
compensated. The cost of defined benefit pension plans and other benefit plans is accrued based on actuarial valuations, which are
determined using the projected unit credit method pro-rated on service and management’s best estimate of salary escalation, and
retirement ages.
The liability recognized on the consolidated balance sheets for defined benefit plans is the present value of the defined benefit
obligation at the reporting date less the fair market value of plan assets. Current market values are used to value benefit plan
assets. The obligation related to employee future benefits is measured using current market interest rates, assuming a portfolio of
Corporate AA bonds with terms to maturity that, on average, match the terms of the obligation.
Re-measurements, comprising of actuarial gains and losses and the return on plan assets (excluding amounts in net interest), are
recognized immediately on the consolidated balance sheets with a corresponding charge to retained earnings through other
comprehensive income or loss in the period in which they occur. Re-measurements are not reclassified to net earnings or loss in
subsequent periods.
Past service costs are recognized in net earnings or loss on the earlier of the date of the plan amendment or curtailment, and the
date that the Company recognizes restructuring-related costs.
Service cost on the net defined benefit liability, comprising current service costs, past-service costs, gains and losses on
curtailments and non-routine settlements, is included in selling and administrative expenses. Net interest expense on the net
defined benefit liability is included in finance costs, net.
(iii) Termination benefits
Termination benefits are recognized as an expense at the earlier of when the Company recognizes related restructuring costs and
when the Company can no longer withdraw the offer of those benefits.
(w) Revenue recognition
Sales are recognized at the point-of-sale. Sales include revenues from customers through corporate stores operated by the
Company and consolidated SEs, and revenue from sales to non-SE franchised stores, affiliated stores and independent accounts.
Revenue received from non-SE franchised stores, affiliated stores and independent accounts is mainly derived from the sale of
product. The Company also collects franchise fees under two types of arrangements. Franchise fees contractually due based on the
dollar value of product shipped are recorded as revenue when the product is shipped. Franchise fees contractually due based on
the franchisee’s retail sales are recorded as revenue weekly upon invoicing based on the franchisee’s retail sales.
(x) Vendor allowances
The Company receives allowances from certain vendors whose products are purchased for resale. Included in these vendor
programs are allowances for volume purchases, exclusivity allowances, listing fees, and other allowances. The Company recognizes
these allowances as a reduction of cost of sales and related inventories. Certain allowances are contingent on the Company
achieving minimum purchase levels and these allowances are recognized when it is probable that the minimum purchase level will
be met, and the amount of allowance can be estimated.
81
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report (y) Interest and dividend income
Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend income is recognized
when the right to receive payment has been established.
(z) Earnings per share
Basic earnings per share is calculated by dividing the earnings available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average
number of common shares outstanding for the dilutive effect of employee stock options and performance share units. When a loss
is recorded, the weighted average number of shares used for the purpose of basic and diluted earnings per share is equal, as the
impact of all potential common shares would be anti-dilutive.
(aa) Stock-based compensation
The Company operates both equity and cash settled stock-based compensation plans for certain employees.
All goods and services received in exchange for the grant of any stock-based payments are measured at their fair values. Where
employees are rewarded using stock-based payments, the fair values of employees’ services are determined indirectly by reference
to the fair value of the equity instruments granted (Note 27).
(bb) Future standards and amendments
(i) Leases
In January 2016, the IASB issued IFRS 16, “Leases”, which will supersede IAS 17, “Leases” and IFRIC 4, “Determining whether an
Arrangement contains a Lease”. IFRS 16 introduces a balance sheet recognition and measurement model for lessees, eliminating
the distinction between operating and finance leases. Lessors will continue to classify leases as operating and finance leases. The
standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 allows for early adoption for companies that
apply IFRS 15 “Revenue from Contracts with Customers”, but the Company does not intend to do so at this time.
(ii) Financial instruments
In July 2014, the IASB issued IFRS 9, “Financial Instruments”, which replaces IAS 39, “Financial Instruments: Recognition and
Measurement”. IFRS 9 provides guidance on the classification and measurement of financial assets and financial liabilities,
establishes an expected credit losses impairment model and a new hedge accounting model with corresponding risk management
activity disclosures. The standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied
retrospectively, with the exception of the hedging component which is applied prospectively. IFRS 9 allows for early adoption, but
the Company does not intend to do so at this time.
(iii) Revenue
In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”. IFRS 15 replaces IAS 18, “Revenue”, IAS 11,
“Construction Contracts”, and some revenue related Interpretations. IFRS 15 establishes a new control-based revenue recognition
model and provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with
customers, excluding contracts within the scope of the standards on leases, insurance contracts and financial instruments. The new
standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively. IFRS 15 allows
for early adoption, but the Company does not intend to do so at this time.
(iv) Presentation of financial statements
In December 2014, the IASB amended IAS 1, “Presentation of Financial Statements”, providing clarifying guidance on materiality
and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.
The amendments are effective for annual periods beginning on or after January 1, 2016 and therefore the Company will apply
these amendments in the first quarter of fiscal 2017. The Company does not expect any material impact on its financial statement
disclosures as a result of adopting these amendments.
The Company is currently evaluating the impact of the new standards and amendment on its consolidated financial statements.
82
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited 4. INVENTORIES
The cost of inventories recognized as an expense during the year was $18,661.2 (2015 – $17,966.7). The Company recorded
$1.2 (2015 – $4.4) as an expense for the write-down of inventories below cost to net realizable value for inventories on hand as
at May 7, 2016. There were no reversals of inventories written down previously (2015 – $ nil).
5. LOANS AND OTHER RECEIVABLES
Loans receivable
Notes receivable and other
Less amount due within one year
May 7, 2016
May 2, 2015
$
$
76.6
43.3
119.9
26.4
$
93.5
$
72.7
40.6
113.3
24.8
88.5
Loans receivable represent long-term financing to certain retail associates. These loans are primarily secured by inventory, fixtures
and equipment; bear various interest rates, and have repayment terms up to 10 years. The carrying amount of the loans receivable
approximates fair value based on the variable interest rates charged on the loans.
Included in notes receivable and other as at May 7, 2016, is $14.5 (2015 – $15.8) due from a third party related to equipment sales.
Loans receivable from officers and employees of $0.5 (2015 – $0.6) under the Company’s share purchase plan are classified as notes
receivable and other. Loan repayments will result in a corresponding decrease in notes receivable and other. The loans are non-
interest bearing and non-recourse, secured by 20,810 (2015 – 73,662) Non-Voting Class A shares. The market value of the shares at
May 7, 2016 was $0.4 (2015 – $2.1).
6. ASSETS HELD FOR SALE
Subsequent to May 7, 2016, Sobeys entered into an agreement with Crombie Real Estate Investment Trust (“Crombie REIT”), an
entity in which the Company has a 41.5 percent ownership, to sell and leaseback a portfolio of 19 retail properties and a 50 percent
interest in each of its three automated distribution centres as well as the sale of two parcels of development land owned by Empire.
Assets related to this transaction of $358.0 have been included in assets held for sale as at May 7, 2016 (Note 30).
Subsequent to May 7, 2016, Sobeys sold and leased back a property from a third party. Assets of $22.9 have been included in
assets held for sale as at May 7, 2016 for this property (Note 30).
During fiscal 2016, Sobeys sold nine (2015 – 22) properties and leased back six (2015 – 22), and also sold equipment.
All properties, excluding one, and equipment were classified as assets held for sale. Total proceeds from these transactions were
$115.7 (2015 – $61.6), resulting in a pre-tax gain of $23.3 (2015 – $24.9) which has been recognized in the consolidated statements
of (loss) earnings.
On July 8, 2014, Sobeys announced that it entered into an agreement with Agropur Cooperative to sell four Safeway dairy
manufacturing facilities. In addition, long-term milk, yogurt and ice cream supply agreements came into effect upon transfer of
the facilities to Agropur Cooperative. During the year ended May 2, 2015, all of the facilities were sold and aggregate proceeds of
$344.2 were attributed to the sales resulting in a gain of $27.0. All proceeds were used to repay bank borrowings. A further sales
price adjustment under the terms of the asset purchase agreement was required during fiscal 2016 (Notes 14 and 19).
On December 2, 2014, Sobeys entered into an agreement with Canada Bread Company, Limited to sell two bread manufacturing
facilities. During the fourth quarter of fiscal 2015, the two bread manufacturing facilities were sold for proceeds of $27.8, resulting in
a gain of $4.4.
As at May 7, 2016, assets held for sale relates to land and buildings expected to be sold in the next twelve months.
83
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
7. INVESTMENTS, AT EQUITY
Investment in associates
Crombie REIT
Canadian real estate partnerships
U.S. real estate partnerships
Investment in joint ventures
Canadian Digital Cinema Partnership (“CDCP”)
Total
The fair values of the investments based on a stock exchange are as follows:
Crombie REIT
May 7, 2016
May 2, 2015
$
$
366.8
148.5
50.2
9.4
365.6
143.4
59.3
9.5
$
574.9
$
577.8
May 7, 2016
May 2, 2015
$
786.0
$
724.3
The Canadian and U.S. real estate partnerships and CDCP are not publicly listed on a stock exchange and hence published price
quotes are not available.
The Company owns 53,866,589 Class B LP units and attached special voting units of Crombie REIT, along with 909,090 REIT units,
representing a 41.5% economic and voting interest in Crombie REIT.
During the Company’s fiscal 2015, Crombie REIT instituted a distribution reinvestment plan (“DRIP”) whereby Canadian resident
REIT unitholders may elect to automatically have their distributions reinvested in additional REIT units. The Company has enrolled in
the DRIP to maintain its economic and voting interest in Crombie REIT.
The Company’s carrying value of its investment in Crombie REIT is as follows:
Balance, beginning of year
Equity earnings
Share of comprehensive income
Distributions, net of DRIP
Deferral of gains on sale of property
Reversal of deferred gain on sale of property to unrelated party
Interest acquired in Crombie REIT
Dilution gain (Note 19)
Balance, end of year
May 7, 2016
May 2, 2015
$
$
365.6
38.9
1.4
(42.3)
(4.0)
7.2
–
–
333.5
30.6
1.0
(46.9)
(1.0)
8.3
40.0
0.1
$
366.8
$
365.6
84
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
The Company’s carrying value of its investment in Canadian real estate partnerships is as follows:
Balance, beginning of year
Equity earnings
Distributions
Investment
Balance, end of year
The Company’s carrying value of its investment in U.S. real estate partnerships is as follows:
Balance, beginning of year
Equity earnings
Distributions
Foreign currency translation adjustment
Investment
Dilution loss (Note 19)
Balance, end of year
The Company’s carrying value of its investment in CDCP is as follows:
Balance, beginning of year
Equity earnings
Share of comprehensive income
Distributions
Balance, end of year
May 7, 2016
May 2, 2015
$
$
143.4
38.5
(35.6)
2.2
143.7
43.8
(44.1)
–
$
148.5
$
143.4
May 7, 2016
May 2, 2015
$
$
59.3
8.2
(17.4)
1.3
1.8
(3.0)
$
50.2
$
67.3
10.9
(27.4)
7.8
0.7
–
59.3
May 7, 2016
May 2, 2015
$
$
9.5
0.5
0.1
(0.7)
$
9.4
$
9.7
0.4
–
(0.6)
9.5
85
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
The following amounts represent the revenues, expenses, assets and liabilities of Crombie REIT as at and for the 12 months ended
March 31, 2016, as well as a reconciliation of the carrying amount of the Company’s investment in Crombie REIT to the net assets
attributable to unitholders of Crombie REIT:
Revenues
Expenses
Earnings before income taxes
Loss from continuing operations
Other comprehensive income
Total comprehensive loss
Assets
Current
Non-current
Total
Liabilities
Current
Non-current
Total
Unitholders’ net assets
REIT Units
Class B LP Units
Less REIT Units
Cumulative changes since acquisition of Crombie REIT
Variance in timing of distributions
Issue costs related to Class B LP Units
Deferred gains (net of depreciation addback)
Dilution gains
Write off of portion of AOCI on dilution of interest in Crombie REIT
Carrying amount attributable to investment in Class B LP Units
REIT Units owned by Empire
Cumulative equity earnings on REIT Units
Cumulative distributions on REIT Units
Carrying amount of investment in Crombie REIT
March 31, 2016 March 31, 2015
$
$
$
372.3
279.1
93.2
(24.2)
2.9
$
$
$
$
(21.3)
$
359.9
289.7
70.2
(43.5)
2.0
(41.5)
March 31, 2016 March 31, 2015
$
59.8
3,301.2
$
35.4
3,383.4
$ 3,361.0
$ 3,418.8
$
165.9
2,028.5
$
170.5
2,075.1
$ 2,194.4
$ 2,245.6
$
705.9
460.7
$
710.1
463.1
1,166.6
1,173.2
(705.9)
(710.1)
4.0
12.6
(162.6)
38.6
0.7
354.0
13.8
1.8
(2.8)
3.8
12.6
(166.1)
38.6
0.7
352.7
13.8
1.1
(2.0)
$
366.8
$
365.6
The Company has interests in various Canadian real estate partnerships ranging from 40.7% to 49.0% which are involved in
residential property developments in Ontario and Western Canada.
86
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
The following amounts represent the revenues, expenses, assets and liabilities of the Canadian real estate partnerships as at and for
the 12 months ended March 31, 2016:
Revenues
Expenses
Net earnings from continuing operations
Net (loss) earnings from discontinued operations
Net earnings
Current assets
Current liabilities
Non-current liabilities
Net assets
Carrying amount of investment
March 31, 2016 March 31, 2015
$
$
$
150.6
62.5
88.1
(0.4)
87.7
$
$
176.8
72.4
104.4
3.9
$
108.3
March 31, 2016 March 31, 2015
$
$
$
334.2
29.9
–
304.3
148.5
$
$
$
324.2
27.3
5.0
291.9
143.4
The Company has interests in various U.S. real estate partnerships ranging from 39.0% to 43.7% which are involved in residential
property developments in the United States.
The following amounts represent the revenues, expenses, assets and liabilities of the U.S. real estate partnerships as at and for the
12 months ended March 31, 2016:
Revenues
Expenses
Net earnings
Current assets
Current liabilities
Net assets
Carrying amount of investment
8. OTHER ASSETS
Restricted cash
Deferred lease assets
Derivative assets
Property deposits
Other
Total
March 31, 2016 March 31, 2015
$
59.2
39.9
$
$
19.3
$
81.9
56.9
25.0
March 31, 2016 March 31, 2015
$
$
$
144.5
16.3
128.2
50.2
$
$
$
153.1
17.2
135.9
59.3
May 7, 2016
May 2, 2015
$
$
–
23.6
2.1
–
17.1
42.8
$
$
4.4
23.1
0.1
6.8
14.0
48.4
87
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
9. PROPERTY AND EQUIPMENT
May 7, 2016
Land
Buildings
Equipment
Leasehold
Improvements
Assets Under
Construction
Total
Cost
Opening balance
Additions
Additions from business acquisitions
Transfers
Disposals and write downs
$
712.9
68.2
2.3
(157.5)
(0.8)
$ 1,491.9
55.7
3.5
(250.4)
(5.2)
$ 2,472.6
159.4
13.5
87.7
(233.9)
$
691.6
32.6
0.8
13.1
(34.2)
$
211.8
326.3
0.1
(241.4)
–
$ 5,580.8
642.2
20.2
(548.5)
(274.1)
Closing balance
$
625.1
$ 1,295.5
$ 2,499.3
$
703.9
$
296.8
$ 5,420.6
Accumulated depreciation
and impairment losses
Opening balance
Disposals and write downs
Transfers
Depreciation
Impairment losses
Impairment reversals
Closing balance
Net carrying value as
at May 7, 2016
$
$
–
–
–
–
–
–
–
$
368.4
(3.5)
(48.3)
69.9
17.4
(0.4)
$ 1,387.4
(225.1)
(42.1)
250.8
68.6
(1.6)
$
324.6
(30.7)
(5.2)
63.5
82.4
(0.2)
$
$
403.5
$ 1,438.0
$
434.4
$
–
–
–
–
–
–
–
$ 2,080.4
(259.3)
(95.6)
384.2
168.4
(2.2)
$ 2,275.9
$
625.1
$
892.0
$ 1,061.3
$
269.5
$
296.8
$ 3,144.7
May 2, 2015
Land
Buildings
Equipment
Leasehold
Improvements
Assets Under
Construction
Cost
Opening balance
Additions
Additions from business acquisitions
Transfers
Disposals and write downs
$
699.6
51.4
1.5
(6.7)
(32.9)
$
1,555.6
33.7
–
(30.1)
(67.3)
$
2,598.9
139.3
4.1
(19.5)
(250.2)
$
669.9
57.4
0.2
2.6
(38.5)
$
$
236.7
205.2
0.2
(228.3)
(2.0)
Total
5,760.7
487.0
6.0
(282.0)
(390.9)
Closing balance
$
712.9
$
1,491.9
$
2,472.6
$
691.6
$
211.8
$
5,580.8
Accumulated depreciation
and impairment losses
Opening balance
Disposals and write downs
Transfers
Depreciation
Impairment losses
Impairment reversals
Closing balance
Net carrying value as
at May 2, 2015
Finance leases
$
$
–
–
–
–
–
–
–
$
355.7
(34.0)
(25.9)
72.6
–
–
$ 1,416.3
(241.3)
(48.4)
258.2
3.5
(0.9)
$
$
303.1
(27.8)
(17.9)
66.2
1.1
(0.1)
$
368.4
$ 1,387.4
$
324.6
$
–
–
–
–
–
–
–
$
2,075.1
(303.1)
(92.2)
397.0
4.6
(1.0)
$
2,080.4
$
712.9
$
1,123.5
$ 1,085.2
$
367.0
$
211.8
$
3,500.4
The Company has various property leases for store locations classified as finance leases with a net carrying value of $5.0 as at
May 7, 2016 (2015 – $13.7). These leases are included in buildings.
The Company has equipment leases classified as finance leases with a net carrying value of $30.8 as at May 7, 2016 (2015 – $25.4).
These leases are included in equipment.
88
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Assets under construction
During the year, the Company capitalized borrowing costs of $1.9 (2015 – $0.5) on indebtedness related to property and equipment
under construction. The Company used a capitalization rate of 4.2 percent (2015 – 4.4 percent).
Security
As at May 7, 2016, the net carrying value of property pledged as security for borrowings is $67.5 (2015 – $75.2).
Impairment of property and equipment
Property and equipment are assessed for impairment at each reporting period at the CGU level, except for those assets which are
considered to be corporate assets. Corporate assets that cannot be allocated on a reasonable and consistent basis to individual
CGUs are allocated to an operating segment for impairment testing. A CGU has been identified as an individual store. The
Company performed the impairment test for property and equipment by estimating the recoverable amount of each CGU to
which the property and equipment relate. The recoverable amount was determined to be the higher of FVLCD and VIU. When
the recoverable amount of the CGU is less than the carrying amount an impairment loss is recognized. Recoverable amounts based
on VIU calculations are determined using cash flow projections from the Company’s latest internal forecasts. Key assumptions
used in determining VIU include discount rates, growth rates, and expected changes in cash flows. Management estimates
discount rates using pre-tax rates that reflect current market assessments of the time value of money and risks specific to the
CGUs. Forecasts are projected beyond three years based on long-term growth rates ranging from 3.0 to 5.0 percent. Discount
rates are calculated on a pre-tax basis and range from 7.0 to 10.0 percent.
An impairment loss of $148.6 was recorded during the year ended May 7, 2016 for property and equipment in the Sobeys West
operating segment and was recognized within impairment of goodwill and long-lived assets in the consolidated statements of
(loss) earnings.
Other impairment losses of $19.8 and reversals of $2.2 were recorded during the year ended May 7, 2016 (2015 – $4.6 and $1.0).
All impairment losses and reversals relate to the food retailing segment.
10. INVESTMENT PROPERTY
Investment property is primarily comprised of commercial properties owned by the Company held for income generating purposes,
rather than for the principal purpose of the Company’s operating activities.
Cost
Opening balance
Additions
Transfers
Disposals and write downs
Closing balance
Accumulated depreciation and impairment losses
Opening balance
Depreciation
Transfers
Disposals and write downs
Closing balance
Net carrying value
Fair value
May 7, 2016
May 2, 2015
$
$
115.1
7.9
(26.3)
(5.3)
121.0
6.5
(4.6)
(7.8)
$
91.4
$
115.1
$
$
$
$
10.9
0.6
(3.2)
0.2
8.5
82.9
114.6
$
$
$
$
16.5
0.8
–
(6.4)
10.9
104.2
152.8
The fair value of investment property is classified as Level 3 on the fair value hierarchy. The fair value represents the price that
would be received to sell the assets in an orderly transaction between market participants at the measurement date.
An external, independent valuation company, having appropriate recognized professional qualifications and experience assisted
in determining the fair value of investment property at May 7, 2016 and May 2, 2015. Additions to investment property through
89
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
acquisition are transacted at fair value and therefore carrying value equals fair value at the time of acquisition. Properties
reclassified from property and equipment are valued for disclosure purposes using comparable market information or the use
of an external independent valuation company.
Rental income from investment property included in the consolidated statements of (loss) earnings amounted to $4.6 for the year
ended May 7, 2016 (2015 – $4.9).
Direct operating expenses (including repairs and maintenance but excluding depreciation expense) arising from investment
property that generated rental income amounted to $2.3 for the year ended May 7, 2016 (2015 – $2.0). Direct operating expenses
(including repairs and maintenance but excluding depreciation expense) arising from non-income producing investment property
amounted to $1.0 for the year ended May 7, 2016 (2015 – $1.0). All direct operating expenses for investment properties are included
in selling and administrative expenses on the consolidated statements of (loss) earnings.
Impairment of investment property follows the same methodology as property and equipment (Note 9). There were no impairment
losses or reversals for the year ended May 7, 2016 (2015 – $ nil).
11. INTANGIBLES
May 7, 2016
Cost
Opening balance
Additions, separately acquired
Additions from business acquisitions
Transfers
Disposals and write downs
Closing balance
Accumulated amortization and impairment losses
Opening balance
Amortization
Transfers
Disposals and write downs
Brand
Names Agreements
Deferred
Purchase Prescription
Files
Software
Off
Market
Leases
Other
Total
$ 201.0 $ 115.2 $ 306.9 $
276.2 $ 180.5 $
–
–
–
–
31.0
2.9
(2.7)
(3.4)
0.5
–
(2.2)
–
–
–
25.9
(43.3)
–
–
(0.7)
–
200.3 $ 1,280.1
37.0
7.0
20.0
(56.8)
5.5
4.1
(0.3)
(10.1)
$ 201.0 $ 143.0 $ 305.2 $
258.8 $ 179.8 $ 199.5 $ 1,287.3
$
23.1 $
3.0
–
–
46.9 $
14.7
(0.1)
(3.4)
49.0 $
20.6
(0.9)
–
137.8 $
11.4 $
33.9
0.4
(43.3)
7.4
0.1
–
73.9 $ 342.1
89.0
0.5
(55.8)
9.4
1.0
(9.1)
Closing balance
$
26.1 $
58.1 $
68.7 $
128.8 $
18.9 $
75.2 $ 375.8
Net carrying value as at May 7, 2016
$ 174.9 $
84.9 $ 236.5 $
130.0 $ 160.9 $ 124.3 $
911.5
May 2, 2015
Cost
Opening balance
Additions, separately acquired
Additions from business acquisitions
Transfers
Disposals and write downs
Closing balance
Accumulated amortization and impairment losses
Opening balance
Amortization
Impairment reversals
Transfers
Disposals and write downs
Closing balance
Net carrying value as at May 2, 2015
Brand
Names Agreements
Deferred
Purchase Prescription
Files
Software
Off
Market
Leases
Other
Total
$
215.0 $
–
–
(14.0)
–
109.8 $
12.8
–
(1.1)
(6.3)
306.8 $
–
0.3
(0.2)
–
250.7 $
–
–
27.1
(1.6)
191.3 $
–
–
–
(10.8)
204.1 $ 1,277.7
15.9
0.4
11.9
(25.8)
3.1
0.1
0.1
(7.1)
$
201.0 $
115.2 $
306.9 $
276.2 $
180.5 $
200.3 $ 1,280.1
$
20.9 $
3.0
–
(0.8)
–
40.5 $
13.0
–
(0.8)
(5.8)
30.9 $
20.3
(2.1)
(0.1)
–
108.9 $
10.1 $
30.3
–
–
(1.4)
7.9
–
–
(6.6)
72.8 $
10.2
–
(2.2)
(6.9)
284.1
84.7
(2.1)
(3.9)
(20.7)
$
$
23.1 $
46.9 $
49.0 $
137.8 $
11.4 $
73.9 $
342.1
177.9 $
68.3 $
257.9 $
138.4 $
169.1 $
126.4 $
938.0
In addition to development costs capitalized related to software, the Company included in selling and administrative expenses
$7.5 of research and development costs (2015 – $14.4).
90
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Impairment of intangibles follows the same methodology as property and equipment (Note 9). For the year ended May 7, 2016,
impairment losses of $ nil (2015 – $ nil) and reversals of $ nil were recorded (2015 – $2.1).
Included in other intangibles at May 7, 2016 are liquor licenses of $4.1. These licenses have options to renew and it is the Company’s
intention to renew these licenses at each renewal date indefinitely. Therefore, there is no limit to which cash inflows will be
generated at each store location for which the license is valid, and these assets are considered to have indefinite useful lives. Also,
included in intangibles as at May 7, 2016 and May 2, 2015 are the following amounts with indefinite useful lives: Brand names –
$172.8; Loyalty programs – $11.4; and Private labels - $59.5. Loyalty programs and private labels are grouped with other intangibles.
All intangibles with indefinite useful lives relate to the food retailing segment. Impairment of these intangibles is assessed at least
annually on the same basis as goodwill (Note 12).
12. GOODWILL
Opening balance
Additions from business acquisitions
Transfer to assets held for sale
Impairments
Other adjustments
Closing balance
May 7, 2016
May 2, 2015
$ 3,799.2
39.8
–
(2,878.5)
1.7
$ 4,069.7
4.5
(276.0)
–
1.0
$
962.2
$ 3,799.2
Goodwill arising from business acquisitions is allocated at the lowest level within the organization at which it is monitored by
management to make business decisions and should not be larger than an operating segment before aggregation. Therefore,
goodwill has been allocated to the following five food retailing operating segments:
Atlantic
Lawtons
Ontario
Quebec
West
Total
Impairment of goodwill
May 7, 2016
May 2, 2015
$
$
185.0
15.8
152.5
608.9
–
962.2
$
163.8
15.4
150.3
608.9
2,860.8
$ 3,799.2
Goodwill arising on business acquisitions is not amortized but is reviewed for impairment on an annual basis, or more frequently, if
indicators that goodwill may be impaired exist. The Company’s annual review of goodwill was performed during the first quarter
of fiscal 2016, and resulted in no impairment being recorded (2015 – $ nil). In performing the review, the Company determined the
recoverable amount of the CGU to which goodwill relates based on FVLCD. The key assumption used by management to determine
the fair value of the CGU includes industry earnings multiples in a range from 7.0 to 12.5. This key assumption is classified as
Level 2 on the fair value hierarchy. During the year, the Company transitioned its annual review of goodwill to the third quarter
to better align with the Company’s budgeting process (Note 2).
During the third quarter of fiscal 2016, management determined there were indicators of impairment in the West business unit
as a result of the significant operational challenges the Company has experienced under the Safeway banner, the outcome of
the property and equipment impairment test (Note 9), and the overall challenging economic climate mainly in the Alberta and
Saskatchewan markets. During the fourth quarter of fiscal 2016 the operational and economic challenges in Western Canada
have deepened with increasing markets being impacted. The Company continues to experience significant negative trends in its
operating results of the Sobeys West operating segment, and views these trends as indicators of further impairment. Impairment
reviews were performed in both the third and fourth quarter by comparing the carrying value of goodwill with the recoverable
amount of the CGUs to which goodwill has been allocated.
91
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
Recoverable amounts for CGUs or groups of CGUs are based on the higher of VIU and FVLCD. For its third and fourth quarter
impairment reviews, management determined the recoverable amount of the CGUs based on VIU calculations which requires the
use of certain key assumptions. VIU was calculated from cash flow projections for five years using financial data from the Company’s
most up-to-date internal forecasts and budgets that were formally approved by management. Given the risks related to expected
variations in the cash flows and the uncertainty the Company is experiencing in the West business unit the present value of the
expected future cash flows used in the VIU calculation reflects the weighted average of the most probable outcomes. Cash flows
beyond the five-year period are extrapolated using the estimated growth rates for the retail grocery industry in the particular market
and the long-term economic growth of the country. Management estimates its pre-tax discount rate based on the current market
assessment of the time value of money and the risks specific to the CGU. The pre-tax discount rate used ranged from 12.5 percent
to 16.5 percent which is derived from the Company’s post-tax weighted average cost of capital. The post-tax discount rate used
was 10.0 percent. The Company’s operating margins are based on past performance and management’s expectations for the
future. Growth rates used to estimate future performance are generally consistent with forecasts included in industry reports in
the relevant market and is in line with market data. The Company has assumed a 3.0 percent annual growth rate for its operating
cash flows. A terminal growth rate of 3.0 percent was used to project cash flow beyond five years, which is consistent with forecasts
included in industry reports.
The Company recorded a goodwill impairment of $2,878.5 for the Sobeys West operating segment during the year ended May 7,
2016 which was recognized within impairment of goodwill and long-lived assets in the consolidated statements of (loss) earnings.
13. INCOME TAXES
Income tax (recovery) expense varies from the amount that would be computed by applying the combined federal and provincial
statutory tax rate as a result of the following:
(Loss) earnings before income taxes
Effective combined statutory income tax rate
Income tax (recovery) expense according to combined statutory income tax rate
Income taxes resulting from:
Non-deductible items
Impairments of goodwill and long-lived assets
Non-taxable items
Change in tax rates
Other
May 7, 2016
May 2, 2015
$ (2,555.9)
26.6%
$
(679.9)
7.3
239.5
(3.1)
(3.8)
(1.3)
587.3
26.4%
155.0
2.5
–
(5.9)
0.1
(1.3)
Total income tax (recovery) expense, combined effective tax rate of 17.3% (2015 – 25.6%)
$
(441.3)
$
150.4
Current year income tax (recovery) expense attributable to net (loss) earnings consists of:
Current tax expense
Deferred tax (recovery) expense:
Origination and reversal of temporary differences
Change in tax rates
Total
May 7, 2016
May 2, 2015
$
104.2
$
130.9
(541.7)
(3.8)
19.4
0.1
$
(441.3)
$
150.4
92
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Deferred taxes arising from temporary differences and unused tax losses can be summarized as follows:
May 7, 2016
Accounts payable and accrued liabilities
Employee future benefits
Equity
Goodwill and intangibles
Inventory
Investments
Long-term debt
Other assets
Other long-term liabilities
Property, equipment, and investment property
Provisions
Partnership deferral reserve
Losses
Other
Recognized as:
Deferred tax assets
Deferred tax liabilities
May 2, 2015
Accounts payable and accrued liabilities
Employee future benefits
Equity
Goodwill and intangibles
Inventory
Investments
Long-term debt
Other assets
Other long-term liabilities
Property, equipment, and investment property
Provisions
Partnership deferral reserve
Losses
Other
Recognized as:
Deferred tax assets
Deferred tax liabilities
$
$
$
$
$
Other
Comprehensive
Income and
Equity
Recognized in:
Business
Acquisitions
$
$
–
(4.3)
–
–
–
(2.8)
–
–
–
–
–
–
–
–
$
–
–
–
(0.5)
–
–
0.5
–
–
(0.3)
–
–
–
–
Opening
Balance
3.8
96.9
11.3
(166.1)
5.2
(19.8)
15.6
(0.5)
16.8
(93.6)
75.6
2.9
52.3
(0.4)
Net
Loss
(0.2)
(0.7)
1.0
493.8
(0.3)
(10.5)
(1.9)
(0.1)
3.8
35.5
11.3
(11.1)
24.3
0.6
$
Closing
Balance
3.6
91.9
12.3
327.2
4.9
(33.1)
14.2
(0.6)
20.6
(58.4)
86.9
(8.2)
76.6
0.2
–
$
(7.1)
$
(0.3)
$
545.5
$
538.1
110.9
(110.9)
$
$
(4.3)
(2.8)
$
$
–
(0.3)
$
$
539.6
5.9
$
$
646.2
(108.1)
Other
Comprehensive
Income and
Equity
Opening
Balance
Recognized in:
Business
Acquisitions
$
$
6.5
81.0
16.0
(159.7)
4.3
(13.9)
17.6
(0.9)
17.6
(70.4)
63.6
(5.0)
39.9
5.8
–
17.4
–
–
–
(0.3)
–
–
–
–
–
–
–
–
$
2.4
$
17.1
$
$
$
126.2
(123.8)
$
$
17.4
(0.3)
$
$
$
Net
Loss
(2.7)
(1.5)
(4.7)
(6.4)
0.9
(5.6)
(2.0)
0.4
(0.8)
(23.2)
12.0
7.9
12.4
(6.2)
Closing
Balance
3.8
96.9
11.3
(166.1)
5.2
(19.8)
15.6
(0.5)
16.8
(93.6)
75.6
2.9
52.3
(0.4)
(19.5)
$
–
(32.7)
13.2
$
$
110.9
(110.9)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
$
$
$
All deferred tax assets (including tax losses and other tax credits) have been recognized in the consolidated balance sheets.
The amount of deferred tax assets and deferred tax liabilities that are expected to be recovered or settled beyond the next
12 months is $426.6.
93
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
14. PROVISIONS
May 7, 2016
Opening balance
Assumed in a business acquisition
Provisions made
Provisions used
Provisions reversed
Change due to discounting
Closing balance
Current
Non-current
Total
Lease contracts
Lease
Contracts
$
$
$
24.7
–
11.7
(10.4)
(2.7)
1.5
24.8
12.3
12.5
$
$
$
$
24.8
$
Legal
Environmental
Restructuring
Sales Price
Adjustment
$
$
$
40.4
0.5
12.1
(1.4)
(1.7)
1.5
51.4
2.2
49.2
$
$
$
190.3
–
39.0
(66.8)
(21.8)
9.8
150.5
80.5
70.0
$
$
$
–
–
70.9
–
–
1.3
72.2
72.2
–
$
$
$
Total
265.0
0.5
139.1
(84.8)
(27.3)
14.1
306.6
174.9
131.7
$
51.4
$
150.5
$
72.2
$
306.6
9.6
–
5.4
(6.2)
(1.1)
–
7.7
7.7
–
7.7
Lease contract provisions are recorded when the expected benefits to be derived by the Company from a contract are lower
than the unavoidable costs of meeting the obligations under the contract. The Company records onerous contract provisions for
closed store locations where it has entered into a lease contract. The provision is measured at the lower of the expected cost to
terminate the lease and the expected net cost of continuing the contract. The net cost is derived by considering both the lease
payment and sublease income received. Once the store is closed, a liability is recorded to reflect the present value of the expected
liability associated with any lease contract and other contractually obligated costs. Onerous contract provisions for planned store
or distribution centre closures as part of the Company’s rationalization activities are classified as restructuring provisions and are
measured and recorded using the same methodology. Discounting of provisions resulting from lease contracts has been calculated
using pre-tax discount rates ranging between 7.0 and 9.0 percent.
Legal costs
Legal provisions relate to claims of $7.7 that are outstanding as at May 7, 2016 that arose in the ordinary course of business.
Environmental costs
In accordance with legal and environmental policy requirements, the Company has recorded provisions for locations requiring
environmental restoration. These provisions relate to decommissioning liabilities recorded for gas station locations owned by the
Company and other sites where restoration will be incurred at the net present value of the estimated future remediation costs.
Discounting of environmental related provisions has been calculated using pre-tax discount rates ranging between 4.0 and
6.0 percent.
Restructuring
Restructuring provisions relate to the Company’s initiatives to lower operating costs and improve financial performance. During
fiscal 2016, the Company continued to review its business support network and excess distribution centre capacity. As a result,
additional provisions have been recorded throughout fiscal 2016. The distribution centres have varying close dates with the final
closure expected in fiscal 2018. Discounting of restructuring related provisions has been calculated using a pre-tax discount rate of
7.0 percent.
94
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Sales price adjustment
The Company disposed of certain manufacturing facilities in fiscal 2015 and as part of the asset purchase agreement, long-term
supply agreements were entered into that contain minimum purchase volume requirements. Under the terms of this asset purchase
agreement, should actual purchases for the calendar year ending 2016 differ from minimum volume requirements, the sales price
is adjusted up or down based on a volume -driven formula. Given the purchase volumes experienced during the year ended
May 7, 2016, management believes that purchases in calendar 2016 are unlikely to meet the minimum volume requirements and,
accordingly, have recorded a provision to reflect the estimated adjustment to the sales price. This provision will continue to be
monitored and updated for any changes to estimated calendar 2016 purchase volumes. The actual sales price adjustment could
vary significantly from this estimate. Discounting of the sales price adjustment provision has been calculated using a pre-tax
discount rate of 7.0 percent. See Notes 6 and 19 for further information.
15. LONG-TERM DEBT
First mortgage loans, weighted average interest rate 5.39%, due 2016 – 2033
Medium term notes, Series C, interest rate 7.16%, due February 26, 2018
Medium term notes, Series D, interest rate 6.06%, due October 29, 2035
Medium term notes, Series E, interest rate 5.79%, due October 6, 2036
Medium term notes, Series F, interest rate 6.64%, due June 7, 2040
Sinking fund debenture, weighted average interest rate 11.63%, due 2016
Series 2013-1 Notes, interest rate 3.52%, due August 8, 2018
Series 2013-2 Notes, interest rate 4.70%, due August 8, 2023
Senior unsecured notes, floating interest rate tied to bankers’ acceptance rate, due July 14, 2016
Notes payable and other debt primarily at interest rates fluctuating with the prime rate
Credit facilities, due November 4, 2017, floating interest rate tied to bankers’ acceptance rates
Credit facilities, due November 4, 2020, floating interest rate tied to bankers’ acceptance rates
Unamortized transaction costs
Finance lease obligations, weighted average interest rate 5.85%, due 2016 – 2040
Less amount due within one year
May 7, 2016
May 2, 2015
$
14.8
100.0
175.0
125.0
150.0
5.6
500.0
500.0
300.0
159.6
–
290.0
2,320.0
(25.2)
58.1
2,352.9
341.4
$
22.8
100.0
175.0
125.0
150.0
6.2
500.0
500.0
300.0
152.2
221.8
–
2,253.0
(34.7)
65.8
2,284.1
53.9
$ 2,011.5
$ 2,230.2
First mortgage loans are secured by land, buildings and specific charges on certain assets. Finance lease obligations are secured by
the related finance lease asset. Medium term notes and Series 2013-1 and 2013-2 Notes are unsecured.
Sinking fund debenture payments are required on an annual basis. The proportionate share of related debt is retired with
these repayments.
On November 4, 2013, the Company extended the term of its credit facility to a maturity date of November 4, 2017. On June 6, 2014,
an amendment was made to the credit facility to reduce the amount available from $450.0 to $250.0. On April 22, 2016, the
Company further extended the term of its credit facility to a maturity date of November 4, 2020. As of May 7, 2016, the outstanding
amount of the credit facility was $90.0. Interest payable fluctuates with changes in the bankers’ acceptance rate, Canadian prime
rate, or the London Interbank Offered Rate (“LIBOR”).
Pursuant to an agreement dated April 29, 2016, Sobeys amended and restated its revolving term credit facility (“RT Facility”).
The principal amount was increased from $450.0 to $650.0 and Sobeys’ previous non-revolving, amortizing term credit facility
was fully repaid and cancelled. As of May 7, 2016, the outstanding amount of the RT Facility was $200.0, and Sobeys had issued
$54.5 in letters of credit against the RT Facility (2015 – $57.3). Interest payable on the RT Facility fluctuates with changes in the
bankers’ acceptance rate, Canadian prime rate, or LIBOR, and the facility matures on November 4, 2020.
95
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
On July 14, 2014, Sobeys completed a private placement of $300.0 aggregate principal amount of floating rate senior unsecured
notes, due July 14, 2016. The senior unsecured notes bear an interest rate equal to the three-month bankers’ acceptance rate plus
63 basis points, to be set quarterly. The net proceeds were used to repay outstanding debt on a credit facility. Deferred financing
fees in the amount of $0.9 were incurred on the draw down of the senior unsecured notes and have been offset against long-term
debt amounts for presentation purposes.
Principal debt retirement in each of the next five fiscal years is as follows:
2017
2018
2019
2020
2021
Thereafter
Finance lease liabilities
Finance lease liabilities are payable in each of the next five fiscal years as follows:
2017
2018
2019
2020
2021
Thereafter
Total
$
329.8
104.8
510.0
18.5
295.9
1,061.0
Future Minimum
Lease Payments
Present Value
of Minimum
Lease Payments
Interest
$
$
11.6
9.3
7.4
6.2
4.0
19.6
$
3.1
2.5
2.0
1.6
1.3
7.6
$
58.1
$
18.1
$
14.7
11.8
9.4
7.8
5.3
27.2
76.2
During fiscal 2016, the Company increased its finance lease obligation by $3.7 (2015 – $5.8) with a similar increase in assets under
finance leases. These additions are non-cash in nature, therefore have been excluded from the statements of cash flows.
16. OTHER LONG-TERM LIABILITIES
Deferred lease obligation
Deferred revenue
Other
Total
May 7, 2016
May 2, 2015
$
$
97.6
5.5
5.6
89.9
5.6
11.4
$
108.7
$
106.9
17. EMPLOYEE FUTURE BENEFITS
The Company has a number of defined contribution, defined benefit and multi-employer plans providing pension and other
post-retirement benefits to most of its employees.
Defined contribution pension plans
The contributions required by the employee and the employer are specified. The employee’s pension depends on what level
of retirement income (for example, annuity purchase) that can be achieved with the combined total of employee and employer
contributions and investment income over the period of plan membership, and the annuity purchase rates at the time of the
employee’s retirement.
96
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Defined benefit pension plans
The ultimate retirement benefit is defined by a formula that provides a unit of benefit for each year of service. Employee
contributions, if required, pay for part of the cost of the benefit, but the employer contributions fund the balance. The employer
contributions are not specified or defined within the plan text, they are based on the result of actuarial valuations which determine
the level of funding required to meet the total obligation as estimated at the time of the valuation.
The defined benefit plan typically exposes the Company to actuarial risks such as interest rate risk, mortality risk and salary risk.
Interest rate risk
The present value of the defined benefit liability is calculated using a discount rate that reflects the average yield, as at the
measurement date, on high quality corporate bonds of similar duration to the plans’ liabilities. A decrease in the market yield on
high quality corporate bonds will increase the Company’s defined benefit liability.
Mortality risk
The present value of the defined benefit plan is calculated by reference to the best estimate of the mortality of plan participants
both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salary of the plan participants. As such,
an increase in the salary of plan participants will increase the plan’s liability.
The Company uses either January 1 or December 31 as an actuarial valuation date and May 1 as a measurement date for accounting
purposes, for its defined benefit pension plans.
Retirement Pension Plans
Senior Management Pension Plans
Other Benefit Plans
Multi-employer plans
Most Recent
Valuation Date
December 31, 2013
December 31, 2013
January 1, 2016
Next Required
Valuation Date
December 31, 2016
December 31, 2016
May 1, 2018
The Company participates in various multi-employer pension plans which are administered by independent boards of trustees
generally consisting of an equal number of union and employer representatives. Approximately 16 percent of employees in
the Company and of its franchisees and affiliates participate in these plans. Defined benefit multi-employer pension plans are
accounted for as defined contribution plans as adequate information to account for the Company’s participation in the plans is not
available due to the size and number of contributing employers in the plans. The Company’s responsibility to make contributions
to these plans is limited by amounts established pursuant to its collective agreements. The contributions made by the Company to
multi-employer plans are expensed as contributions are due.
During the year ended May 7, 2016, the Company recognized an expense of $44.4 (2015 – $47.7) in operating loss, which represents
the contributions made in connection with multi-employer pension plans. During fiscal 2017, the Company expects to continue to
make contributions into these multi-employer pension plans.
Other benefit plans
The Company also offers certain employee post-retirement and post-employment benefit plans which are not funded and include
health care, life insurance and dental benefits.
Defined contribution plans
The total expense, and cash contributions, for the Company’s defined contribution plans was $30.3 for the year ended May 7, 2016
(2015 – $29.4).
97
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
Defined benefit plans
Information about the Company’s defined benefit plans, in aggregate, is as follows:
Defined benefit obligation
Balance, beginning of year
Current service cost, net of employee contributions
Interest cost
Employee contributions
Benefits paid
Past service costs
Past service costs – curtailments
Settlements
Remeasurement – actuarial losses (gains) included
in other comprehensive (loss) income
Balance, end of year
Plan assets
Fair value, beginning of year
Interest income on plan assets
Remeasurement return on plan assets
(excluding amount in net interest)
Employer contributions
Employee contributions
Benefits paid
Settlements
Administrative costs
Fair value, end of year
Funded status
Total fair value of plan assets
Present value of unfunded obligations
Present value of partially funded obligations
Accrued benefit liabilities
Expenses
Current service cost, net of employee contributions
Net interest on net defined benefit liability
Administrative costs
Actuarial gains recognized
Past service costs
Past service costs – curtailments
Settlement loss
Costs
98
Pension Benefit Plans
Other Benefit Plans
May 7, 2016
May 2, 2015
May 7, 2016
May 2, 2015
$
$
$
904.8
4.4
30.7
–
(59.7)
–
(9.1)
(2.2)
841.5
3.8
34.4
0.1
(56.4)
0.5
(6.6)
(7.3)
$
180.7
3.8
6.4
–
(6.8)
–
(1.3)
–
174.5
3.6
7.3
–
(6.8)
–
(4.4)
–
2.3
94.8
(30.2)
6.5
$
871.2
$
904.8
$
152.6
$
180.7
Pension Benefit Plans
Other Benefit Plans
May 7, 2016
May 2, 2015
May 7, 2016
May 2, 2015
$
734.4
24.7
$
722.4
29.7
$
$
–
–
(17.8)
9.3
–
(59.7)
(2.2)
(1.7)
40.4
8.9
0.1
(56.4)
(8.2)
(2.5)
–
6.8
–
(6.8)
–
–
$
687.0
$
734.4
$
–
$
–
–
–
6.8
–
(6.8)
–
–
–
Pension Benefit Plans
Other Benefit Plans
May 7, 2016
May 2, 2015
May 7, 2016
May 2, 2015
$
687.0
(93.6)
(777.6)
$
734.4
(91.2)
(813.6)
$
–
(152.6)
–
$
–
(180.7)
–
$
(184.2)
$
(170.4)
$
(152.6)
$
(180.7)
Pension Benefit Plans
Other Benefit Plans
May 7, 2016
May 2, 2015
May 7, 2016
May 2, 2015
$
$
4.4
6.0
1.7
–
–
(9.1)
–
$
3.8
4.7
2.5
–
0.5
(6.6)
0.9
$
3.8
6.4
–
–
–
(1.3)
–
$
3.0
$
5.8
$
8.9
$
3.6
7.3
–
(0.2)
–
(4.4)
–
6.3
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Current and past service costs have been recognized within selling and administrative expenses, whereas interest costs and
return on plan assets (excluding amounts in net interest costs) have been recognized within finance costs, net in the consolidated
statements of (loss) earnings.
Actuarial gains and losses recognized directly in other comprehensive (loss) income:
Remeasurement effects recognized in other
comprehensive (loss) income
Return on plan assets (excluding amounts in net interest)
Actuarial loss (gain) – experience changes
Actuarial loss – financial assumptions
Remeasurement effects recognized in other
comprehensive (loss) income
Pension Benefit Plans
Other Benefit Plans
May 7, 2016
May 2, 2015
May 7, 2016
May 2, 2015
$
$
17.8
0.8
1.5
$
(40.4)
(0.5)
95.3
–
(34.6)
4.4
$
–
(9.5)
16.2
$
20.1
$
54.4
$
(30.2)
$
6.7
The significant actuarial assumptions adopted in measuring the Company’s accrued benefit obligations are as follows (weighted-
average assumptions as of May 7, 2016):
Discount rate
Rate of compensation increase
Pension Benefit Plans
Other Benefit Plans
May 7, 2016
May 2, 2015
May 7, 2016
May 2, 2015
3.50%
3.50%
3.50%
3.50%
3.50%
3.25%
For measurement purposes, a 6.00 percent fiscal 2016 annual rate of increase in the per capita cost of covered health care benefits
was assumed (2015 – 7.00 percent). The cumulative rate expectation to 2020 and thereafter is 5.00 percent.
These assumptions were developed by management under consideration of expert advice provided by independent actuarial
appraisers. These assumptions have led to the amounts determined as the Company’s defined benefit obligations and should
be regarded as management’s best estimate. However, the actual outcome may vary. Estimation uncertainties exist especially
in regard to medical cost trends, which may vary significantly in future appraisals of the Company’s defined benefit and other
benefit obligations.
The table below outlines the sensitivity of the fiscal 2016 key economic assumptions used in measuring the accrued benefit plan
obligations and related expenses of the Company’s pension and other benefit plans. The sensitivity of each key assumption has
been calculated independently. Changes to more than one assumption simultaneously may amplify or reduce impact on the
accrued benefit obligations or benefit plan expenses.
Discount rate(2)
Impact of: 1% increase
Impact of: 1% decrease
Growth rate of health care costs(3)
Impact of: 1% increase
Impact of: 1% decrease
Pension Benefit Plans
Other Benefit Plans
Benefit
Obligations
3.50%
(109.6)
138.2
$
$
Benefit
Cost(1)
3.50%
(4.2)
3.0
$
$
Benefit
Obligations
3.50%
(19.7)
24.5
6.00%
13.5
(11.2)
$
$
$
$
$
$
$
$
Benefit
Cost(1)
3.50%
0.2
(0.4)
6.00%
1.4
(1.2)
(1) Reflects the impact on the current service cost, interest cost, and net interest on defined benefit liability (asset).
(2) Based on a weighted average of discount rates related to all plans.
(3) Gradually decreasing to 5.00 percent in 2020 and remaining at that level thereafter.
99
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
The asset mix of the defined benefit pension plans as at year end is as follows:
Canadian equity funds
Foreign equity funds
Fixed income funds
Net working capital
Total investments
May 7, 2016
May 2, 2015
10.3%
8.6%
80.9%
0.2%
100.0%
18.2%
20.4%
60.5%
0.9%
100.0%
Within these securities are investments in Empire Non-Voting Class A shares. The pro-rata market value of these shares at year end
is as follows:
Empire Company Limited Non-Voting Class A shares
$
10.8
1.6%
$
22.3
3.0%
May 7, 2016 % of Plan Assets
May 2, 2015 % of Plan Assets
All of the securities are valued based on quoted prices (unadjusted) in active markets for identical assets or liabilities or based
on inputs other than quoted prices in active markets that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
The actual return on plan assets was $5.2 for the year ended May 7, 2016 (2015 – $67.6).
Management’s best estimate of contributions expected to be paid to the defined benefit pension plans during the annual period
beginning on May 8, 2016 and ending on May 6, 2017 is $10.0.
18. CAPITAL STOCK
Authorized
2002 Preferred shares, par value of $25 each, issuable in series
Non-Voting Class A shares, without par value
Class B common share, without par value, voting
Issued and outstanding
Non-Voting Class A
Class B common
Total
Number of Shares
May 7, 2016
May 2, 2015
991,980,000
768,105,849
122,400,000
991,980,000
771,132,168
122,400,000
Number of
Shares
May 7, 2016
May 2, 2015
173,537,901
98,138,079
$ 2,037.8
7.3
$ 2,102.1
7.3
$ 2,045.1
$ 2,109.4
Under certain circumstances, where an offer, as defined in the share conditions, is made to purchase Class B common shares, the
holders of the Non-Voting Class A shares shall be entitled to receive a follow-up offer at the highest price per share paid, pursuant
to such offer to purchase Class B common shares.
During fiscal 2016, the Company paid common dividends of $109.4 (2015 – $99.7) to its equity holders. This represents a payment of
$0.40 per share (2015 – $0.36 per share) for common shareholders.
100
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Share split
On September 28, 2015, the Company effected a three-for-one share split by delivering two additional shares for each share
held by Non-Voting Class A and Class B shareholders of record as of the close of business on September 21, 2015. Non-Voting
Class A shares commenced trading on a split basis as of September 29, 2015. All number of share and per share amounts have
been restated in these consolidated financial statements to reflect the share split.
Normal course issuer bid
On March 12, 2015, the Company filed a notice of intent with the Toronto Stock Exchange (“TSX”) to purchase for cancellation up
to 1,788,584 Non-Voting Class A shares, or 5,365,752 Non-Voting Class A shares post-share split, representing approximately three
percent of those outstanding. Purchases commenced on March 17, 2015, and terminated by March 16, 2016. During the second
quarter of fiscal 2016, the Company purchased for cancellation 5,365,752 Non-Voting Class A shares which fulfilled the normal
course issuer bid. The purchase price was $148.1 of which $64.8 of the purchase price was accounted for as a reduction to share
capital and the remainder as a reduction to retained earnings.
On March 14, 2016, the Company filed a notice of intent with the TSX to purchase for cancellation up to 5,206,137 Non-Voting
Class A shares, representing approximately three percent of those outstanding, subject to obtaining regulatory approval. The
purchases will be made through the facilities of the TSX. The price the Company will pay for any such shares will be the market
price at the time of acquisition. Purchases commenced on March 17, 2016, and shall terminate not later than March 16, 2017. Empire
has not repurchased any Non-Voting Class A shares since the date of notice.
During the year ended May 2, 2015, 1,548,070 Class B common shares were converted into 1,548,070 Non-Voting Class A shares.
19. OTHER (LOSS) INCOME, NET
Net (loss) gain on disposal of assets
Lease revenue from owned property
Dilution (losses) gains
Total
May 7, 2016
May 2, 2015
$
$
(39.6)
31.7
(3.0)
$
(10.9)
$
66.9
31.4
0.1
98.4
As discussed in Note 14, management has recognized a loss on sale of $70.9 related to the disposed assets based on its sales price
adjustment under the terms of the asset purchase agreement.
20. EMPLOYEE BENEFITS EXPENSE
Wages, salaries and other short-term employment benefits
Post-employment benefits
Termination benefits
Total
May 7, 2016
May 2, 2015
$ 3,058.0
29.8
3.6
$ 3,067.8
29.5
5.8
$ 3,091.4
$ 3,103.1
101
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
21. FINANCE COSTS, NET
Finance income
Interest income from cash and cash equivalents
Investment income
Accretion income
Total finance income
Finance costs
Interest expense on financial liabilities measured at amortized cost
Fair value losses (gains) on forward contracts
Losses on cash flow hedges reclassified from other comprehensive income (loss)
Net pension finance costs
Accretion expense on provisions
Total finance costs
Finance costs, net
22. EARNINGS PER SHARE
Weighted average number of shares used in basic earnings per share
Shares deemed to be issued for no consideration in respect of stock-based payments
Weighted average number of shares used in diluted earnings per share
May 7, 2016
May 2, 2015
$
$
1.4
1.2
0.7
3.3
113.8
0.2
0.2
12.4
14.1
140.7
$
137.4
$
1.4
1.2
–
2.6
136.7
(0.5)
0.6
12.0
8.9
157.7
155.1
May 7, 2016
May 2, 2015
273,851,466
195,738
276,987,717
167,385
274,047,204
277,155,102
Due to the Company’s reported net loss for the 53 weeks ended May 7, 2016, the weighted average number of shares used for the
purpose of basic and diluted earnings per share is equal, as the impact of all potential common shares would be anti-dilutive.
102
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
23. BUSINESS ACQUISITIONS
The Company acquires franchise and non-franchise stores, retail gas locations and prescription files. The results of these
acquisitions have been included in the consolidated financial results of the Company since their acquisition dates, and were
accounted for through the use of the acquisition method. Goodwill recorded on the acquisitions of franchise and non-franchise
stores and retail gas locations relate to the acquired work force and customer base of the existing store location, along with the
synergies expected from combining the efforts of the acquired stores with existing stores.
The following table represents the amounts of identifiable assets and liabilities from resulting acquisitions for the year ended
May 7, 2016 and May 2, 2015:
Stores and retail gas locations
Receivables
Inventories
Property and equipment
Intangibles
Goodwill
Provisions
Other liabilities
Prescription files
Intangibles
Cash consideration
May 7, 2016
May 2, 2015
$
$
12.0
17.5
20.2
7.0
39.8
(0.5)
(5.3)
90.7
–
$
90.7
$
–
5.2
6.0
0.1
4.5
(0.1)
(4.3)
11.4
0.3
11.7
From the date of acquisition, the businesses acquired contributed sales of $207.6 and net earnings of $1.8 for the year ended
May 7, 2016.
Co-op Atlantic acquisition
On May 12, 2015 an agreement to purchase certain assets and assume select liabilities of Co-op Atlantic’s food and fuel business
for $24.5 plus standard working capital adjustments and holdbacks was approved by Co-op Atlantic’s member-owners. The
agreement provides for the purchase of five full service grocery stores, five fuel stations (two co-located with grocery stores), other
real estate assets, and other assets and select liabilities. On June 12, 2015, regulatory clearance was obtained from the Competition
Bureau and the transaction closed effective June 21, 2015.
During fiscal 2016, management finalized the purchase price allocation related to the Co-op Atlantic acquisition. As a result,
the consolidated balance sheet as at May 7, 2016 includes the following fair value of the identifiable assets acquired and
liabilities assumed:
Receivables
Inventories
Property and equipment
Intangibles
Provisions
Other liabilities
Total identifiable net assets
$
$
11.8
9.4
7.8
0.9
(0.5)
(4.8)
24.6
Excess consideration paid over identifiable net assets acquired allocated to goodwill
$
16.8
The goodwill recognized is attributable mainly to the expected synergies from integration and the expected future growth
potential in wholesale operations. Goodwill of $12.6 is deductible for income tax purposes.
103
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
If the acquisition had occurred on May 3, 2015, management estimates that pro forma consolidated sales would have been
$24,637.2 and pro forma consolidated net loss would have been $(2,113.5) for the 53 weeks ended May 7, 2016. In determining
these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been
the same if the acquisitions had occurred on May 3, 2015.
Acquisition costs of $0.6 relating to external legal and other costs were incurred during the 53 weeks ended May 7, 2016 and have
been included in selling and administrative expenses in the consolidated statements of (loss) earnings.
24. GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES
Guarantees
Franchisees and affiliates
Sobeys is party to a number of franchise and operating agreements as part of its business model. These agreements contain
clauses which require the Company to provide support to franchisee and affiliate operators to offset or mitigate retail store losses,
reduce store rental payments, minimize the impact of promotional pricing, and assist in covering other store related operating
expenses. Not all of the financial support noted above will apply in each instance as the provisions of the agreements vary. The
Company will continue to provide financial support pursuant to the franchise and operating agreements in future years.
Sobeys has a guarantee contract under the terms of which, should certain franchisees and affiliates be unable to fulfill their lease
obligations, Sobeys would be required to fund the greater of $7.0 or 9.9 percent (2015 – $7.0 or 9.9 percent) of the authorized and
outstanding obligation. The terms of the guarantee contract are reviewed annually each August. As at May 7, 2016, the amount of
the guarantee was $7.0 (2015 – $7.0).
Sobeys has guaranteed certain equipment leases of its franchisees and affiliates. Under the terms of the guarantee should
franchisees and affiliates be unable to fulfill their equipment lease obligations, Sobeys would be required to fund the difference of
the lease commitments up to a maximum of $145.0 on a cumulative basis. Sobeys approves each of the contracts.
During fiscal 2009, Sobeys entered into an additional credit enhancement contract in the form of a standby letter of credit for
certain franchisees and affiliates for the purchase and installation of equipment. Under the terms of the contract, should franchisees
and affiliates be unable to fulfill their lease obligations or provide an acceptable remedy, Sobeys would be required to fund the
greater of $6.0 or 10.0 percent (2015 – $6.0 or 10.0 percent) of the authorized and outstanding obligation annually. Under the terms
of the contract, Sobeys is required to obtain a letter of credit in the amount of the outstanding guarantee, to be revisited each
calendar year. This credit enhancement allows Sobeys to provide favourable financing terms to certain franchisees and affiliates.
The contract terms have been reviewed and Sobeys determined that there were no material implications with respect to the
consolidation of SEs. As at May 7, 2016, the amount of the guarantee was $6.0 (2015 – $6.0).
Other
At May 7, 2016, the Company was contingently liable for letters of credit issued in the aggregate amount of $66.6 (2015 – $69.8).
Sobeys, through its subsidiaries, has guaranteed the payment of obligations under certain commercial development agreements.
As at May 7, 2016, Sobeys has guaranteed $43.5 in obligations related to these agreements.
Upon entering into the lease of its new Mississauga distribution centre, in March 2000, Sobeys guaranteed to the landlord the
performance, by SERCA Foodservice Inc., of all its obligations under the lease. The remaining term of the lease is four years with an
aggregate obligation of $13.4 (2015 – $16.5). At the time of the sale of assets of SERCA Foodservice Inc. to Sysco Corp., the lease of
the Mississauga distribution centre was assigned to and assumed by the purchaser, and Sysco Corp. agreed to indemnify and hold
Sobeys harmless from any liability it may incur pursuant to its guarantee.
104
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited Commitments
Operating leases, as lessee
The Company leases various retail stores, distribution centres, offices and equipment under non-cancellable operating leases.
These leases have varying terms, escalation clauses, renewal options and bases on which contingent rent is payable.
The total net, future minimum rent payable under the Company’s operating leases as of May 7, 2016 is approximately $4,043.8. This
reflects a gross lease obligation of $4,965.6 reduced by expected sub-lease income of $921.8. The net commitments over the next
five fiscal years are:
2017
2018
2019
2020
2021
Thereafter
Third Parties
Related Parties
Net Lease
Obligation
Gross Lease
Obligation
Net Lease
Obligation
Gross Lease
Obligation
$
246.0
229.8
211.8
195.5
171.5
928.2
$
351.5
326.0
298.4
275.9
245.5
1,407.3
$
127.5
127.1
122.3
122.0
121.7
1,440.4
$
127.5
127.1
122.3
122.0
121.7
1,440.4
The Company recorded $542.3 (2015 – $517.4) as an expense for minimum lease payments for the year ended May 7, 2016 in the
consolidated statements of (loss) earnings. The expense was offset by sub-lease income of $168.2 (2015 – $161.8), and a further
$12.3 (2015 – $11.5) of expense was recognized for contingent rent.
Operating leases, as lessor
The Company also leases most investment properties under operating leases. These leases have varying terms, escalation clauses,
renewal options and bases on which contingent rent is receivable.
Rental income for the year ended May 7, 2016 was $31.4 (2015 – $29.7) and was recognized as other (loss) income, net in the
consolidated statements of (loss) earnings. In addition, the Company recognized $0.3 of contingent rent for the year ended May 7,
2016 (2015 – $1.7).
The lease payments expected to be received over the next five fiscal years are:
2017
2018
2019
2020
2021
Thereafter
Contingent liabilities
Third Parties
$
25.6
22.3
19.8
16.6
14.7
89.8
On June 21, 2005, Sobeys received a notice of reassessment from Canada Revenue Agency (“CRA”) for fiscal years 1999 and 2000
related to Lumsden Brothers Limited, a wholesale subsidiary of Sobeys, and the Goods and Service Tax (“GST”). The reassessment
related to GST on sales of tobacco products to status Indians. CRA asserts that Sobeys was obliged to collect GST on sales of
tobacco products to status Indians. The total tax, interest and penalties in the reassessment was $13.6. Sobeys has reviewed this
matter, has received legal advice, and believes it was not required to collect GST. During the second quarter of fiscal 2006, Sobeys
filed a Notice of Objection with CRA. The matter is still under dispute and Sobeys has filed a Notice of Appeal with the Tax Court of
Canada. Accordingly, Sobeys has not recorded in its statements of (loss) earnings any of the tax, interest or penalties in the notice
of reassessment. Sobeys has deposited with CRA funds to cover the total tax, interest and penalties in the reassessment and has
recorded this amount as an other long-term receivable from CRA pending resolution of the matter.
105
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
There are various claims and litigation, with which the Company is involved, arising out of the ordinary course of business
operations. The Company’s management does not consider the exposure to such litigation to be material, although this cannot
be predicted with certainty.
In the ordinary course of business, the Company is subject to ongoing audits by tax authorities. While the Company believes
that its tax filing positions are appropriate and supportable, from time to time certain matters are reviewed and challenged by
the tax authorities.
25. FINANCIAL INSTRUMENTS
Credit risk
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The Company’s financial instruments that are exposed to concentrations of credit risk are primarily cash and cash
equivalents, receivables, loans and other receivables, derivative contracts and guarantees.
The Company’s maximum exposure to credit risk corresponds to the carrying amount for all cash and cash equivalents, loans and
receivables, and guarantee contracts for franchisees and affiliates (Note 24).
The Company mitigates credit risk associated with its trade receivables and loans receivables through established credit approvals,
limits and a regular monitoring process. The Company generally considers the credit quality of its financial assets that are neither
past due or impaired to be solid. The Company regularly monitors collection performance and pledged security for all of its
receivables and loans and other receivables to ensure adequate payments are being received and adequate security is available.
Pledged security can vary by agreement, but generally includes inventory, fixed assets including land and/or building, as well as
personal guarantees. Credit risk is further mitigated due to the large number of customers and their dispersion across geographic
areas. The Company only enters into derivative contracts with counterparties that are dual rated and have a credit rating of “A” or
better from a recognized credit rating agency to minimize credit risk.
Receivables are substantially comprised of balances due from independent accounts, franchisee or affiliate locations as well as
rebates and allowances from vendors. The due date of these amounts can vary by agreement but in general balances over 30 days
are considered past due. The aging of the receivables is as follows:
0 – 30 days
31 – 90 days
Greater than 90 days
Total receivables before allowance for credit losses
Less: allowance for credit losses
Receivables
May 7, 2016
May 2, 2015
$
$
398.5
43.7
73.1
515.3
(25.9)
372.9
54.4
94.2
521.5
(21.8)
$
489.4
$
499.7
Interest earned on past due accounts is recorded as a reduction to selling and administrative expenses in the consolidated
statements of (loss) earnings. Receivables are classified as current on the consolidated balance sheet as of May 7, 2016.
106
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Allowance for credit losses is reviewed at each balance sheet date. An allowance is taken on receivables from independent
accounts, as well as receivables, loans and other receivables from franchisee or affiliate locations and is recorded as a reduction to
its respective receivable account on the consolidated balance sheets. The Company updates its estimate for credit losses based on
past due balances from independent accounts and based on an evaluation of recoverability net of security assigned for franchisee
or affiliate locations. Current and long-term receivables, loans and other receivables are reviewed on a regular bas is and are
written-off when collection is considered unlikely. The change in allowance for credit losses is recorded as selling and administrative
expenses in the consolidated statements of (loss) earnings and is presented as follows:
Allowance, beginning of year
Provision for losses
Recoveries
Write-offs
Allowance, end of year
Liquidity risk
May 7, 2016
May 2, 2015
$
$
21.8
10.2
(3.1)
(3.0)
$
25.9
$
20.3
12.5
(4.0)
(7.0)
21.8
Liquidity risk is the risk that the Company may not have cash available to satisfy financial liabilities as they come due. The Company
actively maintains a committed credit facility to ensure that it has sufficient available funds to meet current and foreseeable future
financial requirements at a reasonable cost.
The Company monitors capital markets and the related conditions, and monitors its cash flows in order to assist in optimizing its
cash position and evaluate longer term cash and funding requirements. Market conditions allowing, the Company will access debt
capital markets for various long-term debt maturities and as other liabilities come due or as assessed to be appropriate in order to
minimize risk and optimize pricing.
The following table summarizes the amount and the contractual maturities of both the interest and principal portion of significant
financial liabilities on an undiscounted basis as at May 7, 2016:
2017
2018
2019
2020
2021
Thereafter
Total
Derivative financial liabilities
Foreign currency swaps
Non-derivative financial liabilities
Accounts payable and accrued liabilities
Long-term debt
$
2.3 $
2.3 $
2.3 $
12.9 $
– $
– $
19.8
2,173.1
434.7
–
–
–
–
–
203.5
587.3
88.9
359.4
1,541.1
2,173.1
3,214.9
Total
$ 2,610.1 $
205.8 $
589.6 $
101.8 $
359.4 $ 1,541.1 $ 5,407.8
Fair value of financial instruments
The fair value of a financial instrument is the estimated amount that the Company would receive to sell financial assets or pay to
transfer financial liabilities in an orderly transaction between market participants at the measurement date.
The book value of cash and cash equivalents, receivables, current portion of loans and other receivables, and accounts payable and
accrued liabilities approximate fair values at the balance sheet dates due to the short-term maturity of these instruments.
The book value of the long-term portion of loans and other receivables, and investments approximate fair values at the balance
sheet dates due to the current market rates associated with these instruments.
The fair value of the variable rate long-term debt is assumed to approximate its carrying amount based on current market rates and
consistency of credit spread. The fair value of long-term debt has been estimated by discounting future cash flows at a rate offered
for borrowings of similar maturities and credit quality.
107
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
The fair value of derivative financial assets and liabilities, classified as Level 2, is estimated using valuation models that utilize market
based observable inputs. Management believes that its valuation technique is appropriate.
There were no transfers between classes of the fair value hierarchy during the year ended May 7, 2016.
The carrying amount of the Company’s financial instruments approximates their fair values with the following exception:
Long-term debt
Total carrying amount
Total fair value
May 7, 2016
May 2, 2015
$ 2,352.9
$ 2,474.9
$ 2,284.1
2,477.3
$
As at May 7, 2016, the fair value hierarchy includes financial assets at fair value through profit or loss of $ nil, $2.1, and $ nil for
Levels 1, 2 and 3, respectively, (2015 – $4.4, $0.1, and $ nil).
As at May 7, 2016, the fair value hierarchy includes financial assets at available for sale of $24.7 for Level 1 (2015 – $25.1).
As at May 7, 2016, the fair value hierarchy includes financial liabilities at fair value through profit or loss of $ nil, $0.9, and $ nil
for Levels 1, 2 and 3, respectively, (2015 – $ nil, $5.5, and $ nil).
Derivative financial instruments
Derivative financial instruments are recorded on the consolidated balance sheets at fair value unless the derivative instrument is
a contract to buy or sell a non-financial item in accordance with the Company’s expected purchase, sale or usage requirements,
referred to as a “normal purchase” or “normal sale”. Changes in the fair values of derivative financial instruments are recognized
in net earnings or loss unless it qualifies and is designated as an effective cash flow hedge or a normal purchase or normal sale.
Normal purchases and normal sales are exempt from the application of the standard and are accounted for as executory contracts.
Changes in fair value of a derivative financial instrument designated as a cash flow hedge are recorded in other assets and other
long-term liabilities with the effective portion recorded in other comprehensive income or loss.
Cash flow hedges
The Company’s cash flow hedges consist principally of foreign currency swaps, interest rate swaps, and electricity sales
agreements. Foreign exchange contracts are used to hedge future purchases or expenditures of foreign currency denominated
goods or services. Interest rate swaps are used to protect against exposure to variability in future interest cash flows on non-trading
assets and liabilities which bear interest at variable rates. Electricity sales agreements are used to mitigate the risk of changes
in market prices of electricity. Gains and losses are initially recognized directly in other comprehensive income or loss and are
transferred to net earnings or loss when the forecast cash flows affect income or expense for the year.
As of May 7, 2016, the fair values of the outstanding derivatives designated as cash flow hedges of forecast transactions were assets
of $2.1 (2015 – $0.1) and liabilities of $0.9 (2015 – $5.5).
Cash flows from cash flow hedges are expected to flow over the next four years until fiscal 2020, and are expected to be recognized
in net earnings or loss over this period, and, in the case of foreign currency swaps, over the life of the related debt in which a
portion of the initial cost is being hedged.
Interest rate risk
Interest rate risk is the potential for financial loss arising from changes in interest rates. Financial instruments that potentially subject
the Company to interest rate risk include financial liabilities with floating interest rates.
The Company manages interest rate risk by monitoring market conditions and the impact of interest rate fluctuations on its debt.
The Company utilized interest rate swaps designated as cash flow hedges to manage variable interest rates associated with some of
the Company’s long-term debt. Hedge accounting treatment resulted in interest expense on the related borrowings being reflected
at hedged rates rather than at variable interest rates.
The majority of the Company’s long-term debt is at fixed interest rates or hedged with interest rate swaps. Approximately
29.5 percent (2015 – 27.5 percent) of the Company’s long-term debt is exposed to interest rate risk due to floating rates.
108
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Net earnings or loss is sensitive to the impact of a change in interest rates on the average balance of interest bearing financial
liabilities during the year. For the year ending May 7, 2016, the Company’s average outstanding unhedged floating rate debt
was $689.1 (2015 – $1,270.3). An increase (decrease) of 25 basis points would have impacted net (loss) earnings by $1.2 ($1.2)
(2015 – $2.2 ($2.2)) as a result of the Company’s exposure to interest rate fluctuations on its unhedged floating rate debt.
During the first quarter of fiscal 2015, Sobeys entered into an amortizing interest rate swap for an original notional amount of
$598.7 at a fixed interest rate of 1.4 percent effective May 12, 2014 to hedge the interest rate on a portion of Sobeys’ non-revolving,
amortizing term credit facility. The interest rate swap matured on December 31, 2015.
Foreign currency exchange risk
The Company conducts the vast majority of its business in Canadian dollars. The Company’s foreign currency exchange risk
principally relates to purchases made in U.S. dollars. In addition, the Company also uses forward contracts to fix the exchange rate
on some of its expected requirements for Euros, British Pounds and U.S. dollars. Amounts received or paid related to instruments
used to hedge foreign exchange, including any gains and losses, are recognized in the cost of purchases. The Company does not
consider its exposure to foreign currency exchange risk to be material.
The Company has entered into foreign currency forward contracts and foreign currency swaps for the primary purpose of limiting
exposure to exchange rate fluctuations relating to expenditures denominated in foreign currencies. These contracts are designated
as hedging instruments for accounting purposes. Accordingly, the effective portion of the change in the fair value of the forward
contracts are accumulated in other comprehensive income or loss until the variability in cash flows being hedged is recognized in
net earnings or loss in future accounting periods.
The Company estimates that a 10 percent increase (decrease) in applicable foreign currency exchange rates would impact net
(loss) earnings by $ nil ($ nil) (2015 – $ nil ($ nil)) and other comprehensive (loss) income by $6.0 ($6.0) (2015 – $4.2 ($4.2)) for foreign
currency derivatives in place at year end.
Sobeys entered into seven Euro/Canadian dollar forward contracts during the first quarter of fiscal 2015 at an approximate
Canadian dollar value at inception of $58.0. The forward contracts were entered into to hedge and limit exposure to exchange
rate fluctuations relating to future expenditures in Euros. The remaining forward contract has a notional amount of $5.9 and has a
maturity date of September 1, 2016.
On January 30, 2015, Sobeys unwound a floating-for-floating currency swap that originated in July 2008 at a gain of $0.7 and
entered into a new floating-for-floating currency swap with a fixed rate of 1.2775 Canadian dollar/ U.S. dollar to mitigate the
currency risk associated with a U.S. dollar denominated variable rate loan. The terms of the swap match the terms of the variable
rate loan.
During the year ended May 7, 2016, Sobeys entered into seven Euro/Canadian dollar forward contracts at an approximate
Canadian dollar value at inception of $68.6. The forward contracts were entered into to hedge and limit exposure to exchange rate
fluctuations relating to future expenditures in Euros. The remaining forward contracts have a notional amount of $27.6 and have
maturities ranging from August 15, 2016 to March 1, 2017.
Market risk
Market risk is the risk that the fair value of investments will fluctuate as a result of changes in the price of the investment. The
Company estimates that a 10 percent change in the market value of its investments that trade on a recognized stock exchange
would impact net (loss) earnings by $ nil (2015 – $ nil) and other comprehensive income by $2.1 (2015 – $2.1).
109
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report 26. SEGMENTED INFORMATION
The Board of Directors has determined that its reportable segments are Food retailing and Investments and other operations,
which is based on the Company’s management and internal reporting structure. The Food retailing segment is comprised of five
operating segments: Sobeys West, Sobeys Ontario, Sobeys Quebec, Sobeys Atlantic and Lawtons. These operating segments
have been aggregated into one reportable segment, “Food retailing”, as they all share similar economic characteristics such as:
product offerings, customer base and distribution methods. The Investments and other operations segment principally consists of
investments, at equity in Crombie REIT, real estate partnerships, and various other corporate operations.
Segment results and assets include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
Each of these operating segments is managed separately as each of these segments requires different technologies and other
resources as well as marketing approaches. All inter-segment transfers are carried out at arm’s length prices. The measurement
policies the Company uses for segment reporting under IFRS 8, “Operating Segments”, are the same as those used in its
consolidated financial statements.
No asymmetrical allocations have been applied between segments.
All sales are generated by the Food retailing segment. Operating (loss) income generated by each of the Company’s business
segments is summarized as follows:
Segmented operating (loss) income
Food retailing
Investments and other operations
Crombie REIT
Real estate partnerships
Other operations, net of corporate expenses
Total
May 7, 2016
May 2, 2015
$ (2,509.2)
$
639.9
38.9
46.7
5.1
90.7
$ (2,418.5)
$
30.6
54.7
17.2
102.5
742.4
Segment operating (loss) income can be reconciled to the Company’s (loss) earnings before income taxes as follows:
May 7, 2016
May 2, 2015
$ (2,418.5)
137.4
$
$ (2,555.9)
$
742.4
155.1
587.3
May 7, 2016
May 2, 2015
$ 8,412.3
675.2
$ 10,774.7
686.0
$ 9,087.5
$ 11,460.7
Total operating (loss) income
Finance costs, net
Total
Total assets by segment
Food retailing
Investments and other operations
Total
110
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
27. STOCK-BASED COMPENSATION
Deferred stock units
Members of the Board of Directors and certain employees may elect to receive all or any portion of their fees or a portion of their
compensation in deferred stock units (“DSUs”) in lieu of cash. The number of DSUs received is determined by the market value
of the Company’s Non-Voting Class A shares on each directors’ or employees’ fee payment date. Additional DSUs are received
as dividend equivalents. DSUs cannot be redeemed for cash until the holder is no longer a director of the Company or the
employee has retired. The redemption value of a DSU equals the market value of an Empire Non-Voting Class A share at the time of
redemption. On an ongoing basis, the Company values the DSU obligation at the current market value of a corresponding number
of Non-Voting Class A shares and records any increase or decrease in the DSU obligation as selling and administrative expenses on
the consolidated statements of (loss) earnings. At May 7, 2016, there were 426,792 (2015 – 362,610) DSUs outstanding and the total
carrying amount of the liability was $9.0 (2015 – $12.1). During the year ended May 7, 2016, the compensation income (expense) was
$2.1 (2015 – $(4.0)).
Performance share unit plan
The Company awarded certain employees a target number of performance share units (“PSUs”) that track the Company’s Non-
Voting Class A share prices over a three-year period. The number of PSUs that vest under an award is dependent on time and
the achievement of specific performance measures. On March 9, 2016, as approved by the Human Resources (“HR”) Committee,
the terms of payout for PSUs changed from cash settled to equity settled. The PSUs were revalued using the market price for the
Company’s Non-Voting Class A shares on March 8, 2016. Upon vesting, each employee is entitled to receive the Company’s Non-
Voting Class A shares equal to the number of their vested PSUs. The weighted average fair value of $25.71 per PSU was determined
using the Black Scholes model with the following weighted average assumptions:
Share price
Expected life
Risk-free interest rate
Expected volatility
Dividend yield
$26.80
2.75 years
0.64%
15.23%
1.49%
At May 7, 2016, there were 939,555 (2015 – 811,626) PSUs outstanding. During the year ended May 7, 2016, the compensation
expense was $1.2 (2015 – $9.2) with the amortization of cost over the vesting period of three years. The total increase in contributed
surplus during the year ended May 7, 2016 in relation to the PSU compensation cost was $11.7. For the year ended May 2, 2015, the
Company had a liability with a carrying amount of $12.1 related to the PSU compensation costs.
Phantom performance option plan
Prior to fiscal 2014, Sobeys’ executives participated in the Sobeys phantom performance option plan (“PPOP”) which provided
for the issuance of phantom performance options (“PPOs”). The PPOs are subject to a performance period or term of five years.
Sobeys PPOs were granted to officers and senior management of Sobeys as approved by the HR Committee. Grants vest over
a four-year period at a rate of 25 percent per year. The PPOP contains a liquidity provision which allows for partial payouts of
the ’in-the-money’ position during the performance period. During fiscal 2014, the plan was converted to a cash settled share
based payment with the growth calculation based on the five day average Empire Non-Voting Class A share value following the
announcement of the Company’s fiscal financial performance compared to the five day average following the announcement of
the Company’s fiscal financial performance of the preceding year. At May 7, 2016, there were 1,497,393 options (2015 – 2,685,669)
outstanding and the carrying amount of the liability associated with these options was $ nil (2015 – $24.6).
Empire restricted share unit plan
Empire created a Restricted Share Unit Plan for certain executives and other employees joining the Company as a result of the
acquisition of Canada Safeway to replace lost value of unvested Safeway stock options and stock appreciation rights that existed
at the closing of the Canada Safeway acquisition in November 2013. The Restricted Share Unit Plan is a cash settled share based
payment that provides a cash payout value of a restricted share unit (“RSU”) equal to the market value of a Non-Voting Class A
share at the time of vesting assuming reinvestment of any dividends paid since the date of grant. Following closing of the Canada
Safeway acquisition in fiscal 2014, the HR Committee issued RSUs based on a Non-Voting Class A share value of $25.33. The
granted RSUs vest in stages over three years. The Restricted Share Unit Plan also provides that the HR Committee may allow RSUs
to be converted to deferred stock units if the participant elects prior to vesting. At May 7, 2016, there were 260,909 (2015 – 332,400)
units outstanding and the carrying amount of the liability associated with these units was $4.9 (2015 – $7.0).
111
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report Stock option plan
During fiscal 2016, the Company granted an additional 753,845 options under the stock option plan for employees of the Company
whereby options are granted to purchase Non-Voting Class A shares. The number of options, weighted average fair value of
options, and share price have been restated to reflect the three-for-one share split (Note 18). The weighted average fair value of
$4.32 per option was determined using the Black Scholes model with the following weighted average assumptions:
Share price
Expected life
Risk-free interest rate
Expected volatility
Dividend yield
$30.13
7.83 years
1.01%
15.32%
1.33%
The compensation cost for the year ended May 7, 2016 was $3.6 (2015 – $4.0) with amortization of the cost over the vesting period
of four years. The total increase in contributed surplus in relation to the stock option compensation cost was $3.6 (2015 – $4.0).
The outstanding options at May 7, 2016 were granted at prices between $17.33 and $30.87 and expire between July 2018 and
March 2024 with a weighted average remaining contractual life of 5.89 years. Stock option transactions during fiscal 2016 and 2015
were as follows:
Balance, beginning of year
Granted
Purchased
Exercised
Forfeited
Balance, end of year
2016
2015
Number of
Options
3,364,995
753,845
–
(135,712)
(327,806)
$
Weighted
Average
Exercise
Price
24.86
30.13
–
20.09
26.90
$
Number of
Options
2,803,098
977,967
–
(262,722)
(153,348)
3,655,322
$
25.94
3,364,995
$
Weighted
Average
Exercise
Price
24.85
22.43
–
17.04
22.59
24.86
Stock options exercisable, end of year
2,206,342
694,731
The following table summarizes information about stock options outstanding at May 7, 2016:
Year Granted
2011
2012
2013
2014
2015
2016
Total
Options Outstanding
Options Exercisable
Number of
Outstanding
Weighted
Average
Remaining
Options Contractual Life(1)
14,418
10,392
14,262
2,082,441
887,940
645,869
3,655,322
2.19
3.19
4.19
5.44
6.14
7.16
5.89
Weighted
Average
Exercise
Price
17.33
18.13
17.98
26.30
22.43
30.11
Number
Exercisable
at May 7,
2016
14,418
10,392
14,262
1,561,831
443,971
161,468
Weighted
Average
Exercise
Price
17.33
18.13
17.98
26.30
22.43
30.11
$
25.94
2,206,342
$
25.65
(1) Weighted average remaining contractual life is expressed in years.
112
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
Share Purchase Plan
The Company has a share purchase plan for employees of the Company whereby loans are granted to purchase Non-Voting
Class A shares.
The Company’s current practice is to use only the performance share unit plan and the stock option plan to provide medium-
term and long-term incentive for employees. As a result, outstanding loans under the share purchase plan will be repaid at the
employees’ option, but no later than the expiry date of the loans which were originally set for 10 years.
28. RELATED PARTY TRANSACTIONS
The Company has related party transactions with Crombie REIT and key management personnel. The Company holds a
41.5 percent ownership interest in Crombie REIT and accounts for its investment using the equity method.
On May 30, 2014, Crombie REIT closed a bought-deal public offering of units at a price of $13.25 per unit. Concurrent with
the public offering, a wholly-owned subsidiary of the Company purchased approximately $40.0 of Class B LP units (which are
convertible on a one-for-one basis into units of Crombie REIT). Following the conversion of Crombie REIT debentures during
fiscal 2015, and accounting for the subscription of Class B LP units, the Company’s interest in Crombie REIT decreased from
41.6 to 41.5 percent.
The Company leased certain real property from Crombie REIT during the year at amounts in management’s opinion which
approximate fair market value that would be incurred if leased from a third party. Management has determined these amounts to
be fair value due to the significant number of leases negotiated with third parties in each market it operates. The aggregate net
payments under these leases, which are measured at exchange amounts, totaled approximately $164.9 (2015 – $136.7).
Crombie REIT provides administrative and management services to the Company on a fee for service basis pursuant to a
Management Agreement effective January 1, 2016. The Management Agreement replaces the previous arrangement where
charges incurred were on a cost recovery basis.
At May 7, 2016, investments included $24.7 (2015 – $25.1) of Crombie REIT convertible unsecured subordinated debentures. The
Company received interest from Crombie REIT of $1.2 for the year ended May 7, 2016 (2015 – $1.2). These amounts are included in
finance costs, net in the consolidated statements of (loss) earnings.
During the year ended May 7, 2016, Crombie REIT and a wholly-owned subsidiary of the Company negotiated an extension of a
rental income guarantee and put option on a property Crombie REIT acquired from the Company’s subsidiary in 2006. The rental
income guarantee and put option were originally scheduled to mature in March 2016 and have been extended for a period of five
years with either party having the ability to terminate the agreements with written notice.
During the year ended May 7, 2016, Sobeys through its wholly-owned subsidiaries, sold and leased back six properties from
Crombie REIT. Cash consideration received for the properties sold was $60.7, resulting in a pre-tax gain of $6.5, which has been
recognized in the consolidated statements of (loss) earnings.
During the second quarter of fiscal 2015, the Company exited a sub-lease agreement with Crombie REIT and incurred a charge of
$2.7. This charge is included in selling and administrative expenses on the consolidated statements of (loss) earnings.
During the year ended May 2, 2015, Sobeys, through its wholly-owned subsidiaries, sold ten properties and leased back eight
properties from Crombie REIT. Cash consideration received for the properties sold was $105.8, resulting in a pre-tax gain of $1.2,
which has been recognized in the consolidated statements of (loss) earnings. The majority of proceeds received were used to repay
bank borrowings.
Subsequent to May 7, 2016, Sobeys entered into an agreement with Crombie REIT to sell and lease back certain properties (Note 30).
113
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report Key management personnel compensation
Key management personnel include the Board of Directors and members of the Company’s executive team that have authority and
responsibility for planning, directing and controlling the activities of the Company.
Key management personnel compensation is comprised of:
Salary, bonus and other short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Total
Indemnities
May 7, 2016
May 2, 2015
$
$
9.6
1.9
1.5
6.1
$
19.1
$
17.9
1.3
–
14.3
33.5
The Company has agreed to indemnify its directors, officers and particular employees in accordance with the Company’s policies.
The Company maintains insurance policies that may provide coverage against certain claims.
29. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are: i) ensure sufficient liquidity to support its financial obligations and execute
its operating and strategic plans; ii) to minimize the cost of capital while taking into consideration current and future industry,
market and economic risks and conditions; iii) to maintain an optimal capital structure that provides necessary financial flexibility
while also ensuring compliance with any financial covenants; and iv) to maintain an investment grade credit rating with each rating
agency that assesses the credit worthiness of the Company. There have been no changes to the Company’s objectives during the
year ended May 7, 2016.
The Company monitors and makes adjustments to its capital structure, when necessary, in light of changes in economic conditions,
the objectives of its shareholders, the cash requirements of the business and the condition of capital markets.
The Company considers its total capitalization to include all interest bearing debt, including bank loans, long-term debt
(including the current portion thereof) and shareholders’ equity, net of cash and cash equivalents. The calculation is set out in
the following table:
Long-term debt due within one year
Long-term debt
Funded debt
Less cash and cash equivalents
Net funded debt
Shareholders’ equity, net of non-controlling interest
Capital under management
May 7, 2016
May 2, 2015
$
341.4
2,011.5
2,352.9
(264.7)
2,088.2
3,621.0
$
53.9
2,230.2
2,284.1
(295.9)
1,988.2
5,983.8
$ 5,709.2
$ 7,972.0
Although the Company does not include operating leases in its definition of capital, the Company does give consideration to its
obligations under operating leases when assessing its total capitalization.
114
Notes to the CoNsolidated FiNaNCial statemeNtsempire company limited
The primary investments undertaken by the Company include additions to the selling square footage of its store network via the
construction of new, relocated and expanded stores, including related leasehold improvements and the purchase of land bank sites
for future store construction. The Company makes capital investments in information technology and its distribution capabilities
to support an expanding store network. In addition, the Company makes capital expenditures in support of its investments and
other operations. The Company largely relies on its cash flow from operations to fund its capital investment program and dividend
distributions to its shareholders. The cash flow is supplemented, when necessary, through the borrowing of additional debt or the
issuance of additional capital stock. No changes were made to these objectives in the current year.
Management monitors certain key ratios to effectively manage capital:
Funded debt to total capital(1)
Funded debt to EBITDA(2)
EBITDA to interest expense(2)
May 7, 2016
May 2, 2015
39.4%
(1.2)x
(17.1)x
27.6%
1.9x
8.9x
(1) Total capital is funded debt plus shareholders’ equity, net of non-controlling interest.
(2) EBITDA and interest expense are comprised of EBITDA and interest expense for each of the 53 and 52 week periods then ended. EBITDA (operating income
plus depreciation and amortization of intangibles) and interest expense (interest expense on financial liabilities measured at amortized cost plus losses on
cash flow hedges reclassified from other comprehensive income) are non-GAAP financial measures. Non-GAAP financial measures do not have standardized
meanings prescribed by GAAP and therefore may not be comparable to similar measures presented by other reporting issuers.
As part of existing debt agreements, three financial covenants are monitored and communicated, as required by the terms of credit
agreements, on a quarterly basis by management to ensure compliance with the agreements. The covenants are: i) adjusted total
debt/EBITDA – calculated as net funded debt plus letters of credit, guarantees and commitments divided by EBITDA (as defined by
the credit agreements and for the previous 53 and 52 weeks); ii) lease adjusted debt/EBITDAR – calculated as adjusted total debt
plus eight times rent divided by EBITDAR (as defined by the credit agreements and for the previous 53 and 52 weeks); and iii) debt
service coverage ratio – calculated as EBITDA divided by interest expense plus repayments of long-term debt (as defined by the
credit agreements and for the previous 53 and 52 weeks). The Company was in compliance with these covenants during the year.
30. SUBSEQUENT EVENTS
Subsequent to May 7, 2016, Sobeys entered into an agreement with Crombie REIT to sell and leaseback a portfolio of 19 retail
properties and a 50 percent interest in each of its three automated distribution centres, as well as the sale of two parcels of
development land owned by Empire. Crombie REIT will also invest approximately $58.8 in renovations or expansions of 10 Sobeys
retail locations already in Crombie REIT’s portfolio. In addition to the cash, Crombie REIT will issue to Sobeys approximately
$93.4 in value of Class B LP units and attached special voting units of Crombie REIT at a price of $14.70 per unit. Sobeys will
subsequently sell its Class B LP units to Empire on a tax deferred basis. Net cash proceeds to Sobeys from these transactions will
be approximately $324.6, resulting in a nominal pre-tax gain, which will be used to repay senior unsecured notes coming due.
The transaction was approved on June 28, 2016 by the unitholders of Crombie REIT, excluding Empire and its affiliates, and is
subject to regulatory approval.
Subsequent to May 7, 2016, Sobeys sold and leased back a property from a third party. Cash proceeds received on the sale was
$24.0, resulting in a pre-tax gain of $1.1.
115
Notes to the CoNsolidated FiNaNCial statemeNts2016 annual report
Eleven-Year Financial Review
Year Ended(1)
2016
2015(2)
2014(2)
2013
Financial Results ($ in millions)
Sales
Operating (loss) income(3)
Finance costs, net
Income tax (recovery) expense
Non-controlling interest
Adjusted net earnings from continuing operations(3)(4) (5)
Net (loss) earnings(4)
Financial Position ($ in millions)
Total assets
Long-term debt (excluding current portion)
Shareholders’ equity(4)
Per Share Data on a Fully Diluted Basis ($ per share)
Adjusted net earnings from continuing operations(4)(5)
Net (loss) earnings(4)(6)
Dividends
Non-Voting Class A shares
Class B common shares
Book value
Share Price, Non-Voting Class A Shares ($ per share)
High
Low
Close
Diluted weighted average number of shares outstanding (in millions)
$ 24,618.8
(2,418.5)
137.4
(441.3)
16.4
410.2
(2,131.0)
$ 23,928.8
742.4
155.1
150.4
17.9
511.0
419.0
$ 20,957.8
326.7
131.4
36.3
8.0
390.6
235.4
$ 17,343.9
573.2
55.4
136.4
9.1
390.7
379.5
9,087.5
2,011.5
3,621.0
11,460.7
2,230.2
5,983.8
12,236.6
3,275.8
5,700.5
7,140.4
915.9
3,724.8
1.50
(7.78)
0.400
0.400
13.33
30.79
20.23
21.09
274.0
1.84
1.51
0.360
0.360
21.60
31.60
21.67
29.15
277.2
1.62
0.98
0.347
0.347
20.59
27.75
21.68
22.88
240.6
1.91
1.86
0.320
0.320
18.27
22.88
17.85
22.86
204.2
(1) Fiscal years end the first Saturday in May, consistent with the fiscal year-end of Sobeys Inc. Financial data for fiscal 2006 to 2010, with the exception of the
balances noted for financial position for fiscal 2010, were prepared using CGAAP and have not been restated to IFRS. Fiscal 2011 and 2016 are 53-week years.
(2) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
(3) Certain balances have been reclassified for changes to comparative figures for fiscal 2011. See Note 32 to the Company’s fiscal 2012 audited annual
consolidated financial statements.
(4) Net of non-controlling interest.
(5) See “Non-GAAP Financial Measures & Financial Metrics” section of the Management’s Discussion and Analysis (“MD&A”).
(6) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares would
be anti-diluted.
116
empire company limited
2016
2015(2)
2014(2)
2013
2012
2011
2010
2009
2008
2007
2006
$ 24,618.8
$ 23,928.8
$ 20,957.8
$ 17,343.9
$
16,249.1
534.3
59.9
122.3
12.7
322.7
339.4
6,913.1
889.1
3,396.3
1.58
1.66
0.300
0.300
16.66
21.00
17.57
19.21
204.2
$ 15,956.8
525.7
75.4
122.0
9.0
303.2
400.6
$ 15,516.2
479.7
72.5
99.1
5.6
284.5
301.9
$ 15,015.1
466.2
80.6
115.4
8.3
261.7
264.7
$ 14,065.0
472.6
105.8
125.9
12.8
242.8
315.8
$ 13,366.7
431.1
60.1
116.9
55.4
200.1
205.8
$ 13,063.6
491.4
83.8
153.1
67.1
202.0
296.8
6,518.6
1,090.3
3,162.1
6,248.3
821.6
2,952.4
5,891.1
1,124.0
2,678.8
5,729.4
1,414.1
2,378.8
5,241.5
792.6
2,131.1
5,051.5
707.3
1,965.2
1.48
1.96
0.267
0.267
15.49
19.71
17.02
18.05
204.6
1.39
1.47
0.247
0.247
14.36
17.98
13.23
17.66
205.4
1.33
1.34
0.233
0.233
13.02
18.26
12.21
16.33
197.4
1.23
1.60
0.220
0.220
12.03
18.40
11.80
13.08
197.2
1.01
1.04
0.200
0.200
10.77
15.08
13.16
14.11
197.2
1.02
1.50
0.187
0.187
9.92
14.78
11.12
14.43
197.3
Year Ended(1)
Sales
Financial Results ($ in millions)
Operating (loss) income(3)
Finance costs, net
Income tax (recovery) expense
Non-controlling interest
Adjusted net earnings from continuing operations(3)(4) (5)
Net (loss) earnings(4)
Financial Position ($ in millions)
Total assets
Long-term debt (excluding current portion)
Shareholders’ equity(4)
Per Share Data on a Fully Diluted Basis ($ per share)
Adjusted net earnings from continuing operations(4)(5)
Net (loss) earnings(4)(6)
Dividends
Non-Voting Class A shares
Class B common shares
Book value
High
Low
Close
Share Price, Non-Voting Class A Shares ($ per share)
11,460.7
12,236.6
2,230.2
5,983.8
3,275.8
5,700.5
7,140.4
915.9
3,724.8
(2,418.5)
137.4
(441.3)
16.4
410.2
(2,131.0)
9,087.5
2,011.5
3,621.0
1.50
(7.78)
0.400
0.400
13.33
30.79
20.23
21.09
274.0
742.4
155.1
150.4
17.9
511.0
419.0
1.84
1.51
0.360
0.360
21.60
31.60
21.67
29.15
277.2
326.7
131.4
36.3
8.0
390.6
235.4
1.62
0.98
0.347
0.347
20.59
27.75
21.68
22.88
240.6
573.2
55.4
136.4
9.1
390.7
379.5
1.91
1.86
0.320
0.320
18.27
22.88
17.85
22.86
204.2
Diluted weighted average number of shares outstanding (in millions)
(1) Fiscal years end the first Saturday in May, consistent with the fiscal year-end of Sobeys Inc. Financial data for fiscal 2006 to 2010, with the exception of the
balances noted for financial position for fiscal 2010, were prepared using CGAAP and have not been restated to IFRS. Fiscal 2011 and 2016 are 53-week years.
(2) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of (loss) earnings.
(3) Certain balances have been reclassified for changes to comparative figures for fiscal 2011. See Note 32 to the Company’s fiscal 2012 audited annual
consolidated financial statements.
(4) Net of non-controlling interest.
be anti-diluted.
(5) See “Non-GAAP Financial Measures & Financial Metrics” section of the Management’s Discussion and Analysis (“MD&A”).
(6) The weighted average number of shares used for the purpose of basic and diluted loss per share is equal, as the impact of all potential common shares would
117
2016 annual report
Glossary
ADjUSTED EBITDA
EBITDA excluding certain items to
better analyze trends in performance
ADjUSTED NET EARNINGS
Net (loss) earnings, net of non-
controlling interest, excluding excluding
certain items to better analyze trends in
performance and financial results
BOOK VALUE PER COMMON SHARE
Shareholders’ equity, net of non-
controlling interest, divided by total
common shares outstanding
FREE CASH FLOW
Cash flows from operating activities,
plus proceeds on disposal of property,
equipment and investment property,
less property, equipment and
investment property purchases
FUNDED DEBT
All interest bearing debt, which includes
bank loans, bankers’ acceptances and
long-term debt
GROSS MARGIN
Gross profit divided by sales
CAGR
Compound annual growth rate
GROSS PROFIT
Sales less costs of sales
EBITDA
Net (loss) earnings, before finance costs
(net of finance income), income taxes
(recovery) expense, depreciation and
amortization of intangibles
INTEREST EXPENSE
Interest expense on financial liabilities
measured at amortized cost plus losses
on cash flow hedges reclassified from
other comprehensive income
NET FUNDED DEBT TO NET
TOTAL CAPITAL RATIO
Net funded debt divided by net
total capital
NET FUNDED DEBT
Funded debt less cash and cash
equivalents
NET TOTAL CAPITAL
Total capital less cash and
cash equivalents
PRIVATE LABEL
A brand of products that is marketed,
distributed and owned by the Company
SAME-STORE SALES
Sales from stores in the same location in
both reporting periods
TOTAL CAPITAL
Funded debt plus shareholders’ equity,
net of non-controlling interest
118
empire company limited Shareholder and Investor Information
EMPIRE COMPANY LIMITED
115 King Street
Stellarton, Nova Scotia
B0K 1S0
Telephone: (902) 755-4440
Fax: (902) 755-6477
www.empireco.ca
INVESTOR RELATIONS AND INQUIRIES
Shareholders, analysts and investors should direct their
financial inquiries or requests to:
E-mail: investor.relations@empireco.ca
Communication regarding investor records including changes
of address or ownership, lost certificates or tax forms, should
be directed to the Company’s transfer agent and registrar,
CST Trust Company.
TRANSFER AGENT
CST Trust Company
Investor Correspondence
P.O. Box 700, Station B
Montreal, Québec
H3B 3K3
Telephone: 1-800-387-0825
E-mail: inquiries@canstockta.com
MULTIPLE MAILINGS
If you have more than one account, you may receive a
separate mailing for each. If this occurs, please contact
CST Trust Company at 1-800-387-0825 to eliminate
the multiple mailings.
DIVIDEND RECORD AND P AYMENT DATES
FOR FISCAL 2017
Record Date
July 15, 2016
October 14, 2016*
January 13, 2017*
April 13, 2017*
Payment Date
July 29, 2016
October 31, 2016*
January 31, 2017*
April 28, 2017*
* Subject to approval by the Board of Directors
OUTSTANDING SHARES
As at June 28, 2016
Non-Voting Class A shares
Class B common shares, voting
173,537,901
98,138,079
SHAREHOLDERS’ ANNUAL GENERAL MEETING
September 15, 2016 at 11:00 a.m. (ADT)
Cineplex Cinemas
612 East River Road
New Glasgow, Nova Scotia
STOCK EXCHANGE LISTING
The Toronto Stock Exchange
STOCK SYMBOL
Non-Voting Class A shares – EMP.A
AVERAGE DAILY TRADING VOLUME (TSX: EMP.A)
645,810
BANKERS
The Bank of Nova Scotia
Bank of Montreal
Bank of Tokyo Mitsubishi UFJ (Canada)
Canadian Imperial Bank of Commerce
National Bank of Canada
Rabobank Nederland
Royal Bank of Canada
The Toronto-Dominion Bank
Caisse Centrale Desjardins
SOLICITORS
Stewart McKelvey
Halifax, Nova Scotia
AUDITORS
PricewaterhouseCoopers, LLP
Halifax, Nova Scotia
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2016 annual report
www.empireco.ca